Common use of Investment Representations and Warranties Clause in Contracts

Investment Representations and Warranties. (a) Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (b) Purchaser has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof. (c) Based on the terms of this Agreement and in reliance on the representations and warranties of the Company herein, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Common Shares, the Option and the Preferred Shares. Purchaser has conducted all due diligence and has received or has had full access to all the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, and to make an informed investment decision with respect to the Common Shares, the Option and the Preferred Shares to be issued to Purchaser. Purchaser further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Common Shares, the granting of the Option and the offering of the Preferred Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had access. The foregoing, however, does not in any way limit or modify the representations and warranties made by the Company in Article II. (d) The Common Shares and the Preferred Shares to be issued to Purchaser, and the Option to be granted to Purchaser, are being acquired for its own account for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. There are no other agreements, arrangements or understandings pursuant to which Purchaser has agreed to purchase shares of the Company’s Common Stock. (e) Purchaser understands that (i) neither of the Common Shares, the Option nor the Preferred Shares have not been registered under the Securities Act because of their issuance in a transaction exempt from the registration requirements of the Securities Act, (iii) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares can only be disposed of if such disposition is either registered under the Securities Act or is exempt from such registration, (iv) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon the conversion of the Preferred Shares will bear the legends to such effect set forth or described in Section 3.09, and (v) Purchaser may be, as a result of its due diligence investigations and negotiations for this Agreement, in possession of material non-public information concerning the Company and its subsidiary, their assets, operations and financial condition, and accordingly may be subject to liabilities under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities of the Company while in possession of such material non-public information.

Investment Representations and Warranties. Investor further represents and warrants that: (a) Purchaser Investment Experience. The Investor represents that Investor is an “"accredited investor” within the meaning of Rule 501 of " as defined in Regulation D under promulgated by the Securities Act. (b) Purchaser and Exchange Commission and is experienced in evaluating and extending financing to companies such as the Company, has sufficient such knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so financial and business matters as to be able to evaluate capable of evaluating the merits and risks of the investment, and merits of its investment in has the Company and it is able financially ability to bear the economic risks thereof. (c) Based on the terms of this Agreement and in reliance on the representations and warranties of the Company herein, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Common Shares, the Option and the Preferred Shares. Purchaser has conducted all due diligence and has received or has had full access to all the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, investment and to make an informed investment decision with respect thereto. The Investor further represents that Investor has had, during the course of the transaction and prior to the Common Sharespurchase of the Units, the Option and the Preferred Shares to be issued to Purchaser. Purchaser further has had an opportunity to ask questions of and receive answers from from, the Company regarding concerning the terms and conditions of the offering of the Common Shares, the granting of the Option and the offering of the Preferred Shares Offering and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Purchaser or to which Purchaser Investor had access. The foregoing, however, does not in any way limit or modify the representations and warranties made by the Company in Article II. (db) The Common Shares Acquisition for Investment for Investor's Own Account. This Agreement is made with the Investor in reliance upon Investor's representation to the Company, which by its acceptance hereof the Investor hereby confirms and which by acceptance of any of the Securities, the Holder thereof shall also confirm, that the Units are being and the Preferred Shares Common Stock will be, unless such securities have been registered pursuant to be issued to Purchaserthe Securities Act of 1933, as amended (the "1933 Act"), and the Option to be granted to Purchaserapplicable state blue sky laws, are being acquired for its investment for Investor's own account for the purpose of investment account, not as a nominee or agent and not with a view to, to the sale or for resale in connection with, distribution of any distribution thereof within the meaning part thereof. Any resales of the Securities Actwill be in conformity with applicable law. There are no other agreementsBy executing this Agreement, arrangements Investor further represents that Investor does not have any contract, undertaking, agreement, or understandings pursuant arrangement with any person in violation of any federal or state law to which Purchaser has agreed sell, transfer, or grant participations to purchase shares of such person, or to any third person, with respect to the Company’s Common Stock. (e) Purchaser understands Securities. Investor realizes that (i) neither of the Common Shares, basis for the Option nor the Preferred Shares have not been registered under the Securities Act because of their issuance in a transaction exempt exemption from the registration requirements of the 1933 Act relied upon by the Company in connection with the Offering, may not be present if, notwithstanding such representation, the Investor has in mind merely acquiring the Securities for a fixed or determinable period and selling them in the future, and Investor hereby confirms the absence of any such intention. (c) Transfer or Disposition of Securities. The Investor understands that the Securities may not be sold, transferred, or otherwise disposed of without registration under the 1933 Act, (iii) and that in the Common Sharesabsence of an effective registration statement, such securities must be held indefinitely. The Investor represents that, in the Preferred Shares and absence of an effective registration statement, it will sell, transfer, or otherwise dispose of such securities only in a manner consistent with the shares of Common Stock issuable upon conversion of the Preferred Shares can only be disposed of if such disposition is either registered under the Securities Act or is exempt from such registration, (iv) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon the conversion of the Preferred Shares will bear the legends to such effect representations set forth or described herein and in Section 3.09, and (v) Purchaser may be, as a result accordance with the provisions of its due diligence investigations and negotiations for this Agreement, in possession of material non-public information concerning the Company and its subsidiary, their assets, operations and financial condition, and accordingly may be subject to liabilities under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities of the Company while in possession of such material non-public information.

Investment Representations and Warranties. Executive hereby represents and warrants as indicated below: (a) Purchaser Executive has reviewed, completed and executed Schedule 3 hereto which is an “accredited investor” within incorporated herein and made a part hereof by this reference, and the meaning of Rule 501 of Regulation D under information provided to the Securities ActCompany in such Schedule 3 is complete and accurate. (b) Purchaser Executive has sufficient such knowledge and experience in investing in companies similar to financial and business matters and Executive is capable of evaluating the Company in terms merits and risks of the Company’s stage of development so as to be able to evaluate the risks and merits of its an investment in the Company and it is able financially to bear the risks thereof. (c) Based on the terms of this Agreement and in reliance on the representations and warranties of the Company herein, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Common Shares, the Option and the Preferred Shares. Purchaser has conducted all due diligence and has received or has had full access to all the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, and to make making an informed investment decision with respect thereto. (c) Executive has adequate means of providing for current needs and personal contingencies, has no need for liquidity in the investment, and is able to bear the Common Shares, the Option and the Preferred Shares to be issued to Purchaser. Purchaser further has had economic risk of an opportunity to ask questions and receive answers from investment in the Company regarding the terms and conditions of the offering of the Common Shares, the granting of the Option and the offering of the Preferred Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had access. The foregoing, however, does not in any way limit or modify the representations and warranties made by the Company in Article IIsize contemplated. (d) The Common Executive will purchase the Shares for Executive's own account and the Preferred Shares to be issued to Purchaserfor investment purposes only, and Executive is not purchasing the Option to be granted to Purchaser, are being acquired for its own account for the purpose of investment and not Shares with a view to, to or for resale sale in connection withwith any distribution, any distribution thereof within the meaning resale or disposition of the Securities Act. There are no other agreements, arrangements or understandings pursuant to which Purchaser has agreed to purchase shares of the Company’s Common StockShares. (e) Purchaser understands that The information provided in this Section (iincluding without limitation the information set forth on Schedule 3 hereto) neither of may be relied upon in determining whether the Common Shares, offering in which the Option nor the Preferred Shares have not been registered Executive proposes to participate is exempt from registration under the Securities Act because of their issuance 1933, as amended, and applicable state securities laws and the rules promulgated thereunder. (f) Executive will notify the Company immediately of any material changes to the information given by Executive in a transaction exempt from this Section occurring prior to the registration requirements closing of any purchase by Executive of the Securities Act, Shares. (iiig) the Common Shares, the Preferred Shares and the shares Executive is an officer of Common Stock issuable upon conversion of the Preferred Shares can only be disposed of if such disposition is either registered under the Securities Act or is exempt from such registration, (iv) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon the conversion of the Preferred Shares will bear the legends to such effect set forth or described in Section 3.09, and (v) Purchaser may be, as a result of its due diligence investigations and negotiations for this Agreement, in possession of material non-public information concerning the Company and its subsidiary, their assets, as such has a high degree of familiarity with the business and operations and financial condition, and accordingly may be subject to liabilities under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities of the Company while and understands and has evaluated the merits and risks of the purchase of the Shares. (h) Executive has received a copy of the most recent Executive Equity Participation Materials of the Company (the "Materials"), prepared by the Company to describe the investment in possession the Company through purchase of such material non-public informationthe Shares, and Executive understands all of the information contained therein. Executive represents that Executive is relying solely upon the Materials and Executive's knowledge of the Company for the purpose of making Executive's decision to purchase the Shares, and Executive understands that no person has been authorized in connection with this offering to make any representations other than those contained in the Materials, and any representations not therein contained, if given or made, must not be relied upon as having been authorized by the Company.

Investment Representations and Warranties. Contributor represents and warrants as follows: (a) Purchaser It is an “"accredited investor” " within the meaning of Rule 501 of Regulation D 501(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). It understands the risks of, and other considerations relating to, the purchase of the OP Units. It, by reason of its business and financial experience, together with the business and financial experience of those persons, if any, retained by it to represent or advise it with respect to its investment in the OP Units, (i) has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of an investment in Beacon and of making an informed investment decision, (ii) is capable of protecting its own interest or has engaged representatives or advisors to assist it in protecting its interests and (iii) is capable of bearing the economic risk of such investment. (b) Purchaser has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof. (c) Based on the terms of this Agreement and in reliance on the representations and warranties of the Company herein, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Common Shares, the Option and the Preferred Shares. Purchaser has conducted all due diligence and has received or has had full access to all the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, and to make an informed investment decision with respect to the Common Shares, the Option and the Preferred Shares The OP Units to be issued to Purchaser. Purchaser further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Common Shares, the granting of the Option and the offering of the Preferred Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had access. The foregoing, however, does not in any way limit or modify the representations and warranties made Contributor will be acquired by the Company in Article II. (d) The Common Shares and the Preferred Shares to be issued to Purchaser, and the Option to be granted to Purchaser, are being acquired Contributor for its own account for the purpose of investment only and not with a view to, or for with any intention of, a distribution or resale thereof, in connection withwhole or in part, or the grant of any distribution thereof within participation therein although (x) under the meaning terms of the Securities Act. There are no other agreementsPartnership Agreement, arrangements the OP Units may be redeemed at the request of the holder thereof at any time following the expiration of the period described in SUBSECTION 9.3.4 of this Agreement for cash or understandings pursuant to which Purchaser has agreed to purchase shares (at the option of the Company’s Common Stock) for common stock of the Company and (y) the holder of any such common stock issued upon presentation of OP Units for redemption will be afforded certain rights to have either the issuance or resale of such common stock registered under the Securities Act or applicable state securities laws under the Registration Rights Agreement. (ec) Purchaser understands Contributor acknowledges that (i) neither of the Common Shares, the Option nor the Preferred Shares OP Units to be issued to it have not been registered under the Securities Act because or state securities laws by reason of their issuance a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws, (ii) Beacon's reliance on such exemptions is predicated in a transaction exempt part on the accuracy and completeness of the representations and warranties of Contributor contained herein, (iii) such OP Units, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available, (iv) there is no public market for such OP Units, and (v) Beacon has no obligation or intention to register such OP Units for resale under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws. Contributor hereby acknowledges that because of the Securities Actrestrictions on transfer or assignment of such OP Units to be issued hereunder which are set forth in this Agreement and in the Partnership Agreement, such person may have to bear the economic risk of the investment commitment evidenced by this Agreement and any OP Units obtained hereunder for an indefinite period of time, although (iiix) under the terms of the Partnership Agreement, OP Units may be redeemed at the request of the holder thereof at any time following the expiration of the period described in SUBSECTION 9.3.4 of this Agreement for cash or (at the option of the Company) for common stock of the Company and (y) the Common Shares, holder of any such common stock issued upon a presentation of OP Units for redemption will be afforded certain rights to have the Preferred Shares and the shares issuance or subsequent resale of Common Stock issuable upon conversion of the Preferred Shares can only be disposed of if such disposition is either common stock registered under the Securities Act or is exempt from such registration, (iv) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon the conversion of the Preferred Shares will bear the legends to such effect set forth or described in Section 3.09, and (v) Purchaser may be, as a result of its due diligence investigations and negotiations for this Agreement, in possession of material non-public information concerning the Company and its subsidiary, their assets, operations and financial condition, and accordingly may be subject to liabilities applicable state securities laws under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities of the Company while in possession of such material non-public informationRegistration Rights Agreement.

Investment Representations and Warranties. Singh hereby represents and ----------------------------------------- warrants as indicated below: (a) Purchaser Singh has reviewed, completed and executed Schedule 1 hereto which is an “accredited investor” within incorporated herein and made a part hereof by this reference, and the meaning of Rule 501 of Regulation D under the Securities Actinformation provided to KFI in such Schedule 1 is complete and accurate. (b) Purchaser By reason of his business or financial experience, Singh has sufficient such knowledge and experience in investing in companies similar to financial and business matters that he is capable of evaluating the Company in terms merits and risks of the Company’s stage of development so as to be able to evaluate the risks and merits of its an investment in the Company KFI and it is able financially to bear the risks thereof. (c) Based on the terms of this Agreement and in reliance on the representations and warranties of the Company herein, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Common Shares, the Option and the Preferred Shares. Purchaser has conducted all due diligence and has received or has had full access to all the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, and to make making an informed investment decision with respect thereto, and has the capacity to the Common Shares, the Option and the Preferred Shares to be issued to Purchaser. Purchaser further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions protect his own interests in connection with his acquisition of the offering Singh Shares. (c) Singh has adequate means of providing for current needs and personal contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in KFI of the Common Shares, the granting of the Option and the offering of the Preferred Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had access. The foregoing, however, does not in any way limit or modify the representations and warranties made by the Company in Article IIsize contemplated. (d) The Common Singh will purchase the Singh Shares for Singh's own account and the Preferred Shares to be issued to Purchaserfor investment purposes only, and Singh is not purchasing the Option to be granted to Purchaser, are being acquired for its own account for the purpose of investment and not Singh Shares with a view to, to or for resale sale in connection withwith any distribution, any distribution thereof within the meaning resale or disposition of the Securities Act. There are no other agreements, arrangements or understandings pursuant to which Purchaser has agreed to purchase shares of the Company’s Common Stocksuch Shares. (e) Purchaser understands that The information provided in this Section (iincluding without limitation the information set forth in Schedule 1 hereto) neither of may be relied upon in determining whether the Common Shares, the Option nor the Preferred Shares have not been registered offering in which Singh proposes to participate is exempt from registration under the Securities Act because of their 1933, as amended (the "Act"), and applicable state securities laws and the rules promulgated thereunder. (f) Singh will notify KFI immediately of any material changes to the information given by Singh in this Section occurring prior to the issuance in a transaction exempt from the registration requirements of any of the Securities Act, Singh Shares. (iiig) the Common Shares, the Preferred Shares and the shares Singh is an officer of Common Stock issuable upon conversion of the Preferred Shares can only be disposed of if such disposition is either registered under the Securities Act or is exempt from such registration, (iv) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon the conversion of the Preferred Shares will bear the legends to such effect set forth or described in Section 3.09, and (v) Purchaser may be, as a result of its due diligence investigations and negotiations for this Agreement, in possession of material non-public information concerning the Company and its subsidiary, their assets, KFI and as such has a high degree of familiarity with the business and operations and financial condition, and accordingly may be subject to liabilities under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities of the Company while and KFI and understands and has evaluated the merits and risks inherent in possession acquiring the Singh Shares. (h) Singh is relying solely upon his knowledge of such material non-public informationKFI for the purpose of making his decision to acquire the Singh Shares, and Singh understands that no person has been authorized to make any representations, and any representations given or made, must not be relied upon as having been authorized by KFI.

Investment Representations and Warranties. (a) Purchaser The Company Issuer is an “accredited investor” within acquiring the meaning of Rule 501 of Regulation D under Subsidiary Equity Interests and the Securities ActPittsburg LLC Interests for investment purposes for its own account only. (b) Purchaser has sufficient The Company Issuer and the Highstar Entities are financially able to bear the economic risk of an investment in the Subsidiary Equity Interests and the Pittsburg LLC Interests and have such knowledge and experience in investing in companies similar to financial and business matters that they are capable of evaluating the Company in terms merits and risks of such investment, as the Company’s stage case may be, and can afford a complete loss of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereoftheir investment. (c) Based The Company Issuer and the Highstar Entities acknowledge that (i) the Subsidiary Equity Interests and the Pittsburg LLC Interests have not been registered under the Securities Act or with any state securities agency or similar Governmental Authority, or qualified under any applicable blue sky laws, and that Sellers have not undertaken such registration or qualification, in reliance, in part, on the terms of representations, warranties, and agreements in this Agreement and in reliance on Article V (including the representations and warranties of the Company herein, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Common Shares, the Option and the Preferred Shares. Purchaser has conducted all due diligence and has received or has had full access to all the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, and to make an informed investment decision with respect to the Common Sharesbona fide nature of the investment intent); (ii) Sellers are under no obligation to register or qualify the Subsidiary Equity Interests or the Pittsburg LLC Interests under the Securities Act or under any state securities law, or to assist the Option Company Issuer or the Highstar Entities in complying with any exemption from registration and qualification; (iii) the Subsidiary Equity Interests and the Preferred Shares Pittsburg LLC Interests are “restricted securities” under the Securities Act in that such interests will be acquired from Sellers in a transaction not involving a public offering, may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and, in the absence of an effective registration statement covering such interests or an available exemption from registration under the Securities Act, such interests must be held indefinitely; (iv) there are substantial restrictions on the transferability of the Subsidiary Equity Interests and the Pittsburg LLC Interests pursuant to the Organizational Documents of the applicable entity; (v) there is no public market for the Subsidiary Equity Interests and the Pittsburg LLC Interests and none is expected to develop, and that, accordingly, it may not be issued possible to Purchaser. Purchaser further has had liquidate its investment; and (vi) the Subsidiary Equity Interests and the Pittsburg LLC Interests are speculative investments that involve a substantial degree of risk of loss of an entire investment, and the Company Issuer and the Highstar Entities understand and take full cognizance of the risks related to the purchase of such interest. (d) The Company Issuer and the Highstar Entities have been provided an opportunity for a reasonable time prior to the date hereof to obtain information concerning the offering of the Subsidiary Equity Interests and the Pittsburg LLC Interests, Sellers, and all other information to the extent Sellers possesses such information or can acquire it without unreasonable effort or expense. The Company Issuer and the Highstar Entities have been given the opportunity for a reasonable time prior to the date hereof to ask questions of, and receive answers from the Company regarding from, Sellers or their representatives concerning the terms and conditions of the offering of the Common SharesSubsidiary Equity Interests and the Pittsburg LLC Interests and other matters pertaining to this investment. The Company Issuer and the Highstar Entities have not been furnished with any representation, the granting of the Option and oral or otherwise, or information, oral or otherwise, in connection with the offering of the Preferred Shares Subsidiary Equity Interests and to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had access. The foregoing, however, does not in any way limit or modify the Pittsburg LLC Interests other than Sellers’ express representations and warranties made by the Company in Article II. (d) The Common Shares and the Preferred Shares to be issued to Purchaser, and the Option to be granted to Purchaser, are being acquired for its own account for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. There are no other agreements, arrangements or understandings pursuant to which Purchaser has agreed to purchase shares of the Company’s Common Stock. (e) Purchaser understands that (i) neither of the Common Shares, the Option nor the Preferred Shares have not been registered under the Securities Act because of their issuance in a transaction exempt from the registration requirements of the Securities Act, (iii) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares can only be disposed of if such disposition is either registered under the Securities Act or is exempt from such registration, (iv) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon the conversion of the Preferred Shares will bear the legends to such effect set forth or described in Section 3.09, herein and (v) Purchaser may be, as a result of its due diligence investigations and negotiations for this Agreement, in possession of material non-public information concerning the Company and its subsidiaryare not relying on Sellers, their assets, operations and financial condition, and accordingly may be subject Affiliates or their representatives with respect to liabilities under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage economic considerations involved in trading in securities of the Company while in possession of such material non-public informationthis investment.

Investment Representations and Warranties. (a) Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D under Such Exchanging Creditor understands that the Securities Act. (b) Purchaser has sufficient knowledge are “restricted securities” and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof. (c) Based on the terms of this Agreement and in reliance on the representations and warranties of the Company herein, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Common Shares, the Option and the Preferred Shares. Purchaser has conducted all due diligence and has received or has had full access to all the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, and to make an informed investment decision with respect to the Common Shares, the Option and the Preferred Shares to be issued to Purchaser. Purchaser further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Common Shares, the granting of the Option and the offering of the Preferred Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had access. The foregoing, however, does not in any way limit or modify the representations and warranties made by the Company in Article II. (d) The Common Shares and the Preferred Shares to be issued to Purchaser, and the Option to be granted to Purchaser, are being acquired for its own account for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. There are no other agreements, arrangements or understandings pursuant to which Purchaser has agreed to purchase shares of the Company’s Common Stock. (e) Purchaser understands that (i) neither of the Common Shares, the Option nor the Preferred Shares have not been registered under the Securities Act because of their issuance or any applicable state securities Laws and is acquiring such Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in a transaction exempt from the registration requirements violation of the Securities ActAct or any applicable state securities Laws, (iii) the Common Shares, the Preferred Shares and the shares has no present intention of Common Stock issuable upon conversion distributing any of such Securities in violation of the Preferred Shares can only Securities Act or any applicable state securities Laws, and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities Laws (this representation and warranty is not limiting the Exchanging Creditor’s right to sell such Securities pursuant to a registration statement or otherwise in compliance with applicable federal and state securities Laws). Such Exchanging Creditor hereby represents and warrants that, as of the date of this Agreement, it is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act and has such knowledge and experience in financial and business matters as to be disposed able to protect its own interests in connection with an investment in the Company’s securities. Such Exchanging Creditor further represents and warrants that (x) it is capable of if evaluating the merits and risk of such disposition investment, and (y) that it has not been organized for the purpose of acquiring the Securities and is either an “institutional account” as defined by FINRA Rule 4512(c). Such Exchanging Creditor understands and agrees that the offering and sale of the Securities has not been registered under the Securities Act or any applicable state securities laws and is exempt from such registrationbeing made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, (iv) the Common Sharesamong other things, the Preferred Shares bona fide nature of the investment intent and the shares of Common Stock issuable upon the conversion accuracy of the Preferred Shares will bear Investor’s representations as expressed herein. To the legends extent such Exchanging Creditor is one of the covered persons identified in Rule 506(d)(1), the such Exchanging Creditor represents that no disqualifying event described in Rule 506(d)(1)(i-viii) of the Securities Act (a “Disqualification Event”) is applicable to the such Exchanging Creditor or any of its Rule 506(d) Related Parties (as defined below), except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Such Exchanging Creditor hereby agrees that it shall notify the Company promptly in writing in the event a Disqualification Event becomes applicable to such effect set forth Exchanging Creditor or described in Section 3.09, and (v) Purchaser may be, as a result any of its due diligence investigations and negotiations Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes of this AgreementSection, in possession of material non-public information concerning the Company and its subsidiary, their assets, operations and financial condition, and accordingly may be subject to liabilities under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities “Rule 506(d) Related Party” means a person or entity that is a beneficial owner of the Company while in possession Investor’s securities for purposes of such material non-public informationRule 506(d) of the Securities Act.

Investment Representations and Warranties. The Investor further represents and warrants that: (a) Purchaser INVESTMENT EXPERIENCE. The Investor represents that Investor is an “accredited investor” within the meaning of investor as defined in Rule 501 of Regulation D under promulgated by the Securities Act. (b) Purchaser and Exchange Commission, is experienced in evaluating and extending financing to companies such as the Company, has sufficient such knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so financial and business matters as to be able to evaluate capable of evaluating the merits and risks of the investment, and merits of its investment in has the Company and it is able financially ability to bear the economic risks thereof. (c) Based on the terms of this Agreement and in reliance on the representations and warranties of the Company herein, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Common Shares, the Option and the Preferred Shares. Purchaser has conducted all due diligence and has received or has had full access to all the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, investment and to make an informed investment decision with respect thereto. The Investor further represents that Investor has reviewed the Company's filings with the Securities and Exchange Commission and such other information regarding the Company, its business and financial condition, that Investor deems to be important to making an informed decision with respect to the Common Sharespurchase of the Notes and that Investor has had, during the course of the transaction and prior to the purchase of the Notes, the Option and the Preferred Shares to be issued to Purchaser. Purchaser further has had an opportunity to ask questions of, and receive answers from from, the Company regarding concerning the terms and conditions of the offering of the Common Shares, the granting of the Option and the offering of the Preferred Shares Offering and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Purchaser or to which Purchaser Investor had access. The foregoing, however, does not in any way limit or modify the representations and warranties made by the Company in Article II. (db) The Common Shares INVESTOR REPRESENTATIVE. If the Investor has used the services of a Purchaser Representative, the Investor has received confirmation in writing from such Purchaser Representative concerning the specific details of any and all past, present or future relationships, actual or contemplated, between himself or his affiliates and the Preferred Shares Company or any of its affiliates, and any compensation received or to be issued to Purchaser, and the Option to be granted to Purchaser, are being acquired for its own account for the purpose received as a result of investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. There are no other agreements, arrangements or understandings pursuant to which Purchaser has agreed to purchase shares of the Company’s Common Stocksuch relationships. (ec) Purchaser understands that (i) neither ACQUISITION FOR INVESTMENT FOR INVESTOR'S OWN ACCOUNT. This Agreement is made with the Investor in reliance upon Investor's representation to the Company, which by its acceptance hereof the Investor hereby confirms and which by acceptance of the Common Sharesany Note, the Option nor Holder thereof shall also confirm, that the Preferred Shares have not been registered under the Securities Act because of their issuance in a transaction exempt from the registration requirements of the Securities Act, (iii) the Common Shares, the Preferred Shares Notes are being and the shares of Common Stock issuable upon conversion of the Preferred Shares can only be disposed of if Notes will be, unless such disposition is either shares have been registered under pursuant to the Securities Act of 1933, as amended (the "1933 Act") and applicable state blue sky laws, acquired for investment for Investor's (Note Holder's) own account, not as a nominee or is exempt from such registrationagent and not with a view to the sale or distribution of any part thereof, and that Investor (ivNote Holder) has no present intention of selling, granting participation in, or otherwise distributing the Common Shares, same. Any resales of the Preferred Shares and the Notes or any shares of Common Stock issuable issued upon the conversion thereof will be in conformity with applicable law. By executing this Agreement (or a Note), Investor (Note Holder) further represents that Investor (Note Holder) does not have any contract, undertaking, agreement, or arrangement with any person in violation of any United States federal or state law to sell, transfer, or grant participations to such person, or to any third person, with respect to the Notes or any shares of Common Stock issued upon the conversion thereof. Investor (Note Holder) realizes that the basis for the exemption from the registration requirements of the Preferred Shares will bear 1933 Act, relied upon by the legends to Company in connection with the Offering, may not be present if, notwithstanding such effect set forth representation, the Investor (Note Holder) has in mind merely acquiring the Notes for a fixed or described determinable period and selling the Notes in Section 3.09the future, and (v) Purchaser may be, as a result Investor hereby confirms the absence of its due diligence investigations and negotiations for this Agreement, in possession of material non-public information concerning the Company and its subsidiary, their assets, operations and financial condition, and accordingly may be subject to liabilities under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities of the Company while in possession of any such material non-public informationintention.

Investment Representations and Warranties. Seller understands and acknowledges that the Common Stock to be sold, transferred and assigned to it hereunder has not been and will not be registered under the Securities Act and is being issued and delivered hereunder pursuant to an exemption from the registration requirements of Section 5 of the Securities Act inasmuch as the issuance of such shares involves a transaction by an issuer not involving a public offering and that reliance upon such exemption is predicated in part upon the following representations and warranties of Seller: (a) Purchaser Seller is an “accredited investor” acquiring the Common Stock for investment purposes only, for its own account, not with any view to, or in connection with any distribution other than to its Members or public offering thereof within the meaning of Rule 501 of Regulation D under the Securities Act. (b) Purchaser has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof. (c) Based on the terms of this Agreement and in reliance on the representations and warranties of the Company herein, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase Seller understands that the Common Shares, the Option and the Preferred Shares. Purchaser Stock has conducted all due diligence and has received or has had full access to all the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, and to make an informed investment decision with respect to the Common Shares, the Option and the Preferred Shares to be issued to Purchaser. Purchaser further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Common Shares, the granting of the Option and the offering of the Preferred Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had access. The foregoing, however, does not in any way limit or modify the representations and warranties made by the Company in Article II. (d) The Common Shares and the Preferred Shares to be issued to Purchaser, and the Option to be granted to Purchaser, are being acquired for its own account for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. There are no other agreements, arrangements or understandings pursuant to which Purchaser has agreed to purchase shares of the Company’s Common Stock. (e) Purchaser understands that (i) neither of the Common Shares, the Option nor the Preferred Shares have not been registered under the Securities Act because or any state securities law by reason of their its issuance in a transaction which is exempt from the registration requirements of the Securities Act, (iii) Act and such laws and the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares can only must be disposed of if such disposition held indefinitely unless it is either subsequently registered under the Securities Act and such laws or a subsequent disposition thereof is exempt from registration under the applicable provisions of the Securities Act and such registration, laws. (ivc) Seller has sufficient knowledge and expertise in business and financial matters so as to enable it to analyze and evaluate the merits and risks of acquiring the Common SharesStock pursuant to the terms of this Agreement and is able to bear the economic risk of such acquisition, including a complete loss of its investment in the Common Stock. (d) Seller acknowledges that it has made detailed inquiries concerning the Purchaser and its business and that the officers of the Purchaser have made available to the Seller any and all written information which it has requested and have answered to Seller’s satisfaction all inquiries made by Seller. (e) The transactions provided for in this Agreement with respect to the Common Stock are not part of any pre-existing plan or arrangement for, and there is no agreement or other understanding with respect to, the Preferred Shares and distribution by Seller of any of the shares of Common Stock issuable upon other than to its Members. (f) Notwithstanding the conversion foregoing, Seller intends, ultimately, to distribute the Common Stock to its Members in a transaction or series of the Preferred Shares will bear the legends to such effect set forth or described in Section 3.09, and (v) Purchaser may be, as a result of its due diligence investigations and negotiations for this Agreement, in possession of material non-public information concerning the Company and its subsidiary, their assets, operations and financial condition, and accordingly may be subject to liabilities transactions exempt from registration under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities of the Company while in possession of such material non-public informationSecurities Act.

Investment Representations and Warranties. (a) Purchaser The Stock Consideration is being obtained by Seller for its own account for investment purposes, and not with a view toward or for offer or resale in connection with any distribution thereof, or with any present intention of offering, distributing, or selling. The Seller acknowledges that the Stock Consideration has not been registered under the securities laws of any jurisdiction, including the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or any state securities laws, and agrees that the Stock Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless the Stock Consideration is registered under any such laws or unless an exemption from such registration is available under such laws. (b) Seller (either alone or together with its advisors) (i) has had access to and continues to have access to information from ▇▇▇▇▇▇ concerning ▇▇▇▇▇▇ and the Sellers’ investment, (ii) has had the opportunity to discuss the business of ▇▇▇▇▇▇ with the management of ▇▇▇▇▇▇, including the opportunity to ask questions of and receive answers from ▇▇▇▇▇▇ and (ii) has had the opportunity to obtain any and all additional information necessary to verify the accuracy of information that the Seller deems relevant to make an informed investment decision as to the acquisition of the Stock Consideration. (c) Seller (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Stock Consideration and is capable of bearing the economic risks of such investment. Seller is an “accredited investor” within the meaning of Accredited Investor as defined in Rule 501 of Regulation D promulgated under the Securities Act. (b) Purchaser has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof. (c) Based on the terms of this Agreement and in reliance on the representations and warranties of the Company herein, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Common Shares, the Option and the Preferred Shares. Purchaser has conducted all due diligence and has received or has had full access to all the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, and to make an informed investment decision with respect to the Common Shares, the Option and the Preferred Shares to be issued to Purchaser. Purchaser further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Common Shares, the granting of the Option and the offering of the Preferred Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had access. The foregoing, however, does not in any way limit or modify the representations and warranties made by the Company in Article II. (d) The Common Shares and Seller agrees that the Preferred Shares to be issued to Purchaser, and the Option to be granted to Purchaser, are being acquired for its own account for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. There are no other agreements, arrangements or understandings pursuant to which Purchaser has agreed to purchase shares of the Company’s Common Stock. (e) Purchaser understands that (i) neither of the Common Shares, the Option nor the Preferred Shares have not been registered under the Securities Act because of their issuance in a transaction exempt from the registration requirements of the Securities Act, (iii) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares can only be disposed of if such disposition is either registered under the Securities Act or is exempt from such registration, (iv) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon the conversion of the Preferred Shares will Consideration shall bear the legends to such effect set forth or described in Section 3.09following restrictive legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and AS AMENDED (vTHE “SECURITIES ACT’), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) Purchaser may bePURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, as a result of its due diligence investigations and negotiations for this AgreementIN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, in possession of material non-public information concerning the Company and its subsidiaryAND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, their assets, operations and financial condition, and accordingly may be subject to liabilities under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities of the Company while in possession of such material non-public informationUNLESS ▇▇▇▇▇▇ HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH APPLICABLE LAWS.”

Investment Representations and Warranties. (a) Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (b) Purchaser has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to i. The NEAI Shares will be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof. (c) Based on the terms of this Agreement and in reliance on the representations and warranties of the Company herein, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Common Shares, the Option and the Preferred Shares. Purchaser has conducted all due diligence and has received or has had full access to all the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, and to make an informed investment decision with respect to the Common Shares, the Option and the Preferred Shares to be issued to Purchaser. Purchaser further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Common Shares, the granting of the Option and the offering of the Preferred Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had access. The foregoing, however, does not in any way limit or modify the representations and warranties made acquired by the Company in Article II. (d) The Common Shares and the Preferred Shares to be issued to Purchaser, and the Option to be granted to Purchaser, are being acquired Repro-Med for its own account for the purpose of investment and not with a view to, to or for resale sale or other disposition in connection withwith any transaction that will not be exempt form the registration requirements of the Securities Act of 1933 (the "Securities Act") and any applicable state securities laws. ii. Repro-Med is capable of evaluating the merits and risks of an investment in such NEAI Shares and has such knowledge, experience and skill in financial and business matters that it is capable of evaluating the merits and risks of the investment in NEAI Shares and the suitability of the NEAI Shares as an investment and can bear the economic risk of an investment therein for an indefinite period of time. No guarantees have been made or can be made with respect to the future value, if any, of the NEAI Shares or the profitability or success of the business of IPI. iii. Repro-Med understands that the NEAI Shares will not have been registered under the Securities Act or any distribution thereof within applicable state securities laws, that the meaning NEAI Shares will be characterized as "restricted securities" under federal securities laws, and that under such laws and applicable regulations the NEAI Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this connection, Repro-Med represents that it is familiar with Rule 144 promulgated under the Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. There Stop transfer instructions may be issued to the transfer agent for securities of NEAI (or a notation may be made in the appropriate records of NEAI) in connection with the NEAI Shares, but only to the extent customary for securities which are "restricted securities." iv. Repro-Med understands that IPI is the only person that can register the NEAI Shares under the Securities Act of 1933 and IPI has no other agreements, arrangements obligation or understandings pursuant intension to which Purchaser has agreed to purchase shares of the Company’s Common Stockdo so. (e) Purchaser understands v. Repro-Med consents to the placement of a legend on the certificate evidencing the NEAI Shares stating that (i) neither of the Common Shares, the Option nor the Preferred Shares they have not been registered under the Securities Act because of their issuance in a transaction exempt from the registration requirements of the Securities Actor under any other applicable securities laws, (iii) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares can only be disposed of if such disposition is either registered under the Securities Act or is exempt from such registration, (iv) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon the conversion of the Preferred Shares will bear the legends to such effect set setting forth or described in Section 3.09, referring to the restrictions on transferability and (v) Purchaser may be, sale thereof and including placement of any additional language as a result of its due diligence investigations and negotiations for this Agreement, in possession of material non-public information concerning the Company and its subsidiary, their assets, operations and financial condition, and accordingly may be subject to liabilities under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in required by applicable state securities of the Company while in possession of such material non-public informationlaws.

Investment Representations and Warranties. The consummation of this Agreement and the issuance of TDI Common Stock to the Shareholders contemplated herein, will be made in reliance on certain exemptions form the registration requirements under the Securities Act of 1933, as amended, which set forth certain conditions under which the offer and sale of securities shall be made and which depend, among other items, on the circumstances under which such securities are acquired. In order to provide documentation for reliance upon the provisions of such exemptions for such transactions, the approval by Columbus, the Shareholders and TDI of this Agreement and the transactions contemplated hereby and/or the delivery of appropriate separate representations shall constitute the parties' acceptance of, and concurrence in, the following representations and warranties by the Shareholders: (a) Purchaser This Agreement is an “accredited investor” within made with the meaning Shareholders in reliance upon their representation to TDI, which by their execution of Rule 501 this Agreement they hereby confirm, that the TDI Common Stock to be acquired by them will be acquired for investment for their own account, not as a nominee or agent, and not with a view to the resale or distribution of Regulation D under any part thereof, and that they have no present intentions of selling, granting any participation in, or otherwise distributing the Securities Actsame. By executing this Agreement, the Shareholders further represent that they do not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the TDI Common Stock. (b) Purchaser The Shareholders understand that the TDI Common Stock has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof. (c) Based on the terms of this Agreement and in reliance on the representations and warranties of the Company herein, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Common Shares, the Option and the Preferred Shares. Purchaser has conducted all due diligence and has received or has had full access to all the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated herebynot been, and to make an informed investment decision with respect to the Common Shareswill not be, the Option and the Preferred Shares to be issued to Purchaser. Purchaser further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Common Shares, the granting of the Option and the offering of the Preferred Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had access. The foregoing, however, does not in any way limit or modify the representations and warranties made by the Company in Article II. (d) The Common Shares and the Preferred Shares to be issued to Purchaser, and the Option to be granted to Purchaser, are being acquired for its own account for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. There are no other agreements, arrangements or understandings pursuant to which Purchaser has agreed to purchase shares of the Company’s Common Stock. (e) Purchaser understands that (i) neither of the Common Shares, the Option nor the Preferred Shares have not been registered under the Securities Act because of their issuance in a transaction exempt from the registration requirements of the Securities Act, (iii) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares can only be disposed of if such disposition is either registered under the Securities Act or is exempt from such registrationstate securities laws, (iv) by reason of a specific exemption form the Common Sharesregistration provisions of the Securities Act and applicable state laws which depends upon, among other things, the Preferred Shares bona fide nature of the investment intent and the accuracy of the representations as expressed herein. The Shareholders understand that the shares of TDI Common Stock issuable upon are characterized as "restricted securities" under the conversion federal and state securities laws inasmuch as they are being acquired from TDI in a transaction not involving a public offering and that under such laws and applicable regulations such TDI Common Stock may be resold without registration under the Securities Act and applicable state laws only in certain limited circumstances. (c) The Shareholders understand that only a limited public market now exists for the TDI Common Stock and that TDI has made no assurances that a public market will exist for the TDI Common Stock in the future. (d) Columbus understands that the TDI Common Stock, and any securities issued in respect thereof or exchange therefore, may bear one of all of the Preferred Shares will bear following legends: (i) `THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER THE STATE SECURITIES LAWS OF ANY STAT AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEROF UNDER SUCH ACT OF AN AVAILABLE EXEMPTION THEREFROM" (ii) Any legend required by the legends Blue Sky laws of any state to the extent such effect set forth laws are applicable to the shares represented by the certificate legend. (e) The Shareholders acknowledge that neither the SEC nor the securities commission of any state or described in Section 3.09other federal agency has made any determination as to the merits of acquiring the TDI Common Stock, and that this transaction involves certain risks. (vf) Purchaser may be, as a result The Shareholders have received and read this Agreement and understand the risks related to the consummation of its due diligence investigations the transaction herein contemplated. (g) The Shareholders have such knowledge and negotiations for this Agreement, experience in possession business and financial matters that they are capable of material non-public information concerning the Company evaluating TDI and its subsidiary, business operations. The Shareholders and their assets, operations representatives have been given the opportunity to meet with and financial condition, and accordingly may be subject to liabilities under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities ask questions of the Company while in possession officers and directors of such TDI to obtain any additional information they consider material non-public informationto the acquisition of the TDI Common Stock.

Investment Representations and Warranties. (a) Purchaser Liberty understands that the offering and sale of the Preferred Interests is an “accredited investor” within intended to be exempt from registration under the meaning Securities Act of Rule 501 1933, as amended (the "Securities Act"), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D under promulgated thereunder and that the Securities ActCompany's reliance on such exemption is predicated upon, among other things, the bona fide nature of Liberty's investment intent expressed herein. (b) Purchaser has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and Liberty believes it is able financially to bear the risks thereof. (c) Based on the terms of this Agreement and in reliance on the representations and warranties of the Company herein, Purchaser has received all the information information, records and books it considers necessary or appropriate for deciding whether to purchase the Common Shares, Preferred Interests. (c) Liberty has had a reasonable opportunity to ask questions and receive answers from all persons acting on behalf of the Option Company concerning the Company and the Preferred SharesInterests, and all such questions have been answered to the full satisfaction of Liberty. Purchaser Nothing contained in Section 2.4(b) and (c) in any way derogates from the representations and warranties of the Company made herein or Liberty's reliance thereon. (d) Liberty is not subscribing for the Preferred Interests as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than a member or agent of the Company. (e) Liberty has conducted all due diligence such knowledge and has received or has had full access experience in financial, tax and business matters so as to all enable it to utilize the information made available it considers necessary or appropriate to enter into this Agreement evaluate the merits and consummate risks of an investment in the transactions contemplated herebyCompany, and to make an informed investment decision with respect to the Common Shares, the Option and the Preferred Shares to be issued to Purchaser. Purchaser further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Common Shares, the granting of the Option and the offering thereto. (f) Liberty will not sell or otherwise transfer any of the Preferred Shares and Interests without registration under the Securities Act or applicable state securities laws, or pursuant to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had accessan exemption therefrom. The foregoing, however, does not in any way limit or modify the representations and warranties made by the Company in Article II. (d) The Common Shares and the Preferred Shares to be issued to Purchaser, and the Option to be granted to Purchaser, are being acquired for its own account for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. There are no other agreements, arrangements or understandings pursuant to which Purchaser has agreed to purchase shares of the Company’s Common Stock. (e) Purchaser understands that (i) neither of the Common Shares, the Option nor the Preferred Shares Interests have not been registered under the Securities Act because or under the securities laws of their issuance in a transaction exempt any states. Liberty represents that (i) it is purchasing the Preferred Interests for its own account, for investment and not with an intention to resell or distribute the Preferred Interests, (ii) it is aware that there is currently no market for the Preferred Interests and (iii) an exemption from the registration requirements of the Securities ActAct pursuant to Rule 144 promulgated thereunder is not presently available. (g) Liberty recognizes that an investment in the Company involves substantial risks, (iii) including loss of the Common Sharesentire amount of such investment, and has taken full cognizance of, and understands all of the risks related to, the Preferred Shares and the shares of Common Stock issuable upon conversion purchase of the Preferred Shares Interests. (h) Liberty has no agreement or arrangement with any person or entity to sell, transfer or pledge the Preferred Interests, and Liberty is the sole party in interest with regard to the Preferred Interests. (i) Liberty has substantial experience in making investment decisions of this type and is aware of the fundamental risks and financial hazards of purchasing the Preferred Interests hereby subscribed for and acknowledges that an investment in the Company should be considered only by a sophisticated investor financially able to maintain such investor's investment and pay taxes with respect thereto from other sources, and who can only afford to lose all or a substantial part of such investment. (j) Liberty agrees that the Preferred Interests will not be sold, transferred or otherwise disposed of if such disposition is either registered under without complying with the Securities Act and any applicable state securities law. (k) Liberty acknowledges and agrees that any and all projections or is exempt from such registration, (iv) analyses delivered to it by the Common SharesCompany, the Preferred Shares and the shares of Common Stock issuable upon the conversion of the Preferred Shares will bear the legends to such effect set forth members or described in Section 3.09, and (v) Purchaser may be, as a result of its due diligence investigations and negotiations for this Agreement, in possession of material non-public information concerning the Company and its subsidiary, their assets, operations and financial condition, and accordingly may be subject to liabilities under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities employees of the Company while in possession or its respective agents or representatives should not be construed or relied upon as an indication of the Company's future or anticipated financial performance, provided that the Company has no knowledge that the assumptions underlying such material non-public informationprojections or analyses are untrue as of the date hereof.

Investment Representations and Warranties. (a) 2.1 The Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D a limited liability company duly formed, validly existing and in good standing under the Securities Actlaws of the State of Nevada. (b) 2.2 The Purchaser has sufficient knowledge all requisite limited liability company power and experience in investing in companies similar authority to the Company in terms of the Company’s stage of development so as execute and deliver this Agreement, to be able perform its obligations hereunder and to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof. (c) Based on the terms of this Agreement and in reliance on the representations and warranties of the Company herein, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Common Shares, the Option and the Preferred Shares. Purchaser has conducted all due diligence and has received or has had full access to all the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, and to make an informed investment decision with respect to including the Common Shares, purchase of the Option and the Series A Preferred Shares to be issued to Purchaser. Purchaser further has had an opportunity to ask questions and receive answers Interests from the Company regarding in accordance with the terms hereof. The execution and conditions delivery by the Purchaser of this Agreement, and the performance by the Purchaser of its obligations hereunder, and the consummation of the offering transactions contemplated hereby, including the purchase of the Common Shares, the granting of the Option and the offering of the Series A Preferred Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had access. The foregoing, however, does not in any way limit or modify the representations and warranties made by Interests from the Company in Article IIaccordance with the terms hereof have been duly authorized by all necessary limited liability company action on behalf of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes the valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally, or by general equitable principles. 2.3 Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby will (dwith or without notice or lapse of time or both) (i) conflict with or breach any provision of the Purchaser’s organizational documents, (ii) violate, in any material respect, any law, rule or regulation by which the Purchaser or any of its assets may be bound or affected or (iii) conflict with, in any material respect, or result in a material default under any contract or other agreement to which the Purchaser is a party or by which it or any of its assets may be bound or affected. 2.4 The Common Shares and Purchaser is acquiring the Series A Preferred Shares Interests pursuant to be issued to Purchaser, and the Option to be granted to Purchaser, are being acquired this Agreement for its own account account, for the purpose of investment and not with a view to, or for resale offer or sale in connection with, any distribution thereof within the meaning of the Securities Act. There are no other agreements, arrangements or understandings pursuant to which Purchaser has agreed to purchase shares of the Company’s Common Stockthereof. (e) 2.5 The Purchaser understands that (i) neither of the Common Shares, the Option nor the Series A Preferred Shares Interests have not been registered under the Securities Act because of their 1933, as amended (the “Securities Act”), by reason of its issuance in a transaction exempt from the registration requirements of the Securities Act, (iii) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares can only that they must be disposed of if such held indefinitely unless a subsequent disposition thereof is either registered under the Securities Act or is exempt from registration thereunder. 2.6 The Purchaser understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Purchaser) promulgated under the Securities Act depends on the satisfaction of various conditions and may not ever be available, and that, if applicable, Rule 144 may afford a basis for sales only under certain circumstances and only in limited amounts. 2.7 The Purchaser is an “accredited investor” as such registrationterm is defined in Regulation D under the Securities Act. 2.8 The Purchaser and its counsel have had a reasonable time prior to the date hereof to review the Scheme of Arrangement, the First A&R LLC Agreement, the Interest Designation, the Second A&R LLC Agreement, the Share Designation, that certain Definitive Proxy Statement of GI Cayman filed on July 23, 2020 pursuant to Section 14(a) of the Securities Exchange Act of 1934 for the Special Scheme Meeting and the Extraordinary General Meeting of the Holders of GI Cayman A Ordinary Shares and B Ordinary Shares to be held on August 25, 2020 (the “Proxy Statement”) and other relevant information provided by the Company, to ask questions and receive answers concerning the terms and conditions of the issuance, purchase and sale of the Series A Preferred Interests pursuant to this Agreement, to discuss the terms and conditions under which its investment in the Company is made, and to obtain any additional information that the Company possessed or could acquire without unreasonable effort or expense. The Purchaser has such knowledge and experience in business and financial matters and with respect to investments in securities as to enable the Purchaser to understand and evaluate the risks of such investment and form an investment decision with respect thereto. The Purchaser has relied only on its own tax advisor, and not the Company or any of its advisors, with respect to the federal, state, local, foreign and other tax consequences arising from the Purchaser’s purchase, ownership and disposition of the Series A Preferred Interests. 2.9 The Purchaser (a) has been advised and understands that no public market now exists for the Series A Preferred Interests and that a public market may never exist for the Series A Preferred Interests, (ivb) has no need for liquidity in its investment in the Common SharesCompany, the Preferred Shares and the shares of Common Stock issuable upon the conversion of the Preferred Shares will (c) is able to bear the legends economic risk of such investment for an indefinite period and to such effect set forth or described in Section 3.09afford a complete loss thereof, and (vd) understands all of the risks associated with the acquisition of Series A Preferred Interests. 2.10 The Purchaser acknowledges and agrees that the Series A Preferred Interests purchased by it pursuant to this Agreement are subject to restrictions on transfer under the provisions of the First A&R LLC Agreement (as the same may bebe amended, as restated or otherwise modified from time to time, including by the Interest Designation, the Second A&R LLC Agreement and the Share Designation), the Securities Act and applicable state securities laws and may not be resold in violation thereof. The Company shall make a result notation regarding the restrictions on transfer of the Series A Preferred Interests pursuant to this Agreement in its due diligence investigations and negotiations for this Agreement, in possession of material non-public information concerning the Company and its subsidiary, their assets, operations and financial conditionbooks, and accordingly may such Series A Preferred Interests shall be subject to liabilities under transferred on the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities books of the Company while only pursuant to and in possession compliance with the provisions of such material non-public informationthe First A&R LLC Agreement (as the same may be amended, restated or otherwise modified from time to time, including by the Interest Designation, the Second A&R LLC Agreement and the Share Designation), the Securities Act and applicable state securities laws.

Investment Representations and Warranties. The Purchaser hereby represents and warrants that, at the time such Purchaser was offered the Securities, it was, and as of the date hereof, it is, and on each date on which it exercises any Pre-Funded Warrants, it will be either (ai) Purchaser if an entity, a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act; or (ii) if an individual, is an “accredited investor” within the meaning of as that term is defined in Rule 501 501(a) of Regulation D under of the Securities Act. Act and either (bx) a “qualified purchaser” as that term is defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended or (y) an employee or affiliate of the Company. The Purchaser has sufficient such knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so financial and business matters as to be able to evaluate the risks and merits of protect its own interests in connection with an investment in the Company Securities and it is able financially to bear the risks thereof. (c) Based on the terms of this Agreement and in reliance on the representations and warranties of the Company herein, such Purchaser has received all the information it considers necessary or appropriate for deciding whether had an opportunity to purchase the Common Sharesseek, the Option and the Preferred Shares. has sought, such accounting, legal, business and tax advice as such Purchaser has conducted all due diligence and has received or has had full access to all the information it considers considered necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, and to make an informed investment decision with respect to the Common Shares, the Option and the Preferred Shares to be issued to Purchaserdecision. The Purchaser further represents and warrants that (x) it is capable of evaluating the merits and risk of such investment, and (y) has had an opportunity to ask questions and receive answers from exercised independent judgment in evaluating its participation in the Company regarding the terms and conditions purchase of the offering of the Common Shares, the granting of the Option Securities. The Purchaser understands and agrees that the offering of the Preferred Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had access. The foregoing, however, does not in any way limit or modify the representations and warranties made by the Company in Article II. (d) The Common Shares and the Preferred Shares to be issued to Purchaser, and the Option to be granted to Purchaser, are being acquired for its own account for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning sale of the Securities Act. There are no other agreements, arrangements or understandings pursuant to which Purchaser has agreed to purchase shares of the Company’s Common Stock. (e) Purchaser understands that (i) neither of the Common Shares, the Option nor the Preferred Shares have not been registered under the Securities Act because or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of their issuance in a transaction exempt from the registration requirements investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands and acknowledges that the purchase and sale of the Securities Act, hereunder (iiii) meets the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares can only be disposed of if such disposition is either registered exemptions from filing under the Securities Act or is exempt from such registration, (ivFINRA Rule 5123(b)(1) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon the conversion of the Preferred Shares will bear the legends to such effect set forth or described in Section 3.09, and (vii) Purchaser may beif an individual, is not being “recommended” by the Placement Agent as a result of its due diligence investigations and negotiations for this Agreement, in possession of material non-public information concerning the Company and its subsidiary, their assets, operations and financial condition, and accordingly may be subject to liabilities defined under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities of the Company while in possession of such material non-public informationFINRA Rule 2111.

Investment Representations and Warranties. The Investor hereby represents and warrants that, it (ai) Purchaser as of the date of this Agreement is, if an entity, a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act; or (ii) if an individual, is an “accredited investor” within the meaning of as that term is defined in Rule 501 501(a) of Regulation D under of the Securities Act. (b) Purchaser Act and has sufficient such knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so financial and business matters as to be able to evaluate the risks and merits of protect its own interests in connection with an investment in the Company Securities, or in any True-Up Warrants or True-Up Shares. The Investor further represents and warrants that (x) it is able financially to bear capable of evaluating the risks thereof. (c) Based on the terms merits and risk of this Agreement and in reliance on the representations and warranties of the Company herein, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Common Shares, the Option and the Preferred Shares. Purchaser has conducted all due diligence and has received or has had full access to all the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated herebysuch investment, and to make an informed investment decision with respect to the Common Shares, the Option and the Preferred Shares to be issued to Purchaser. Purchaser further (y) that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Common Shares, the granting of the Option and the offering of the Preferred Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had access. The foregoing, however, does not in any way limit or modify the representations and warranties made by the Company in Article II. (d) The Common Shares and the Preferred Shares to be issued to Purchaser, and the Option to be granted to Purchaser, are being acquired for its own account been organized for the purpose of investment and not with a view to, or for resale in connection withacquiring the Securities, any distribution thereof within True-Up Warrants or any True-Up Shares. The Investor understands and agrees that the meaning offering and sale of none of the Securities Act. There are no other agreementsSecurities, arrangements True-Up Warrants or understandings pursuant to which Purchaser True-Up Shares has agreed to purchase shares of the Company’s Common Stock. (e) Purchaser understands that (i) neither of the Common Shares, the Option nor the Preferred Shares have not been registered under the Securities Act because or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of their issuance the investment intent and the accuracy of the Investor’s representations as expressed herein. 4.7 Intent. The Investor is purchasing the Securities solely for the Investor’s own account and not for the account of others, and not with a view to the resale or distribution of any part thereof in a transaction exempt from the registration requirements violation of the Securities Act, (iii) and the Common SharesInvestor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to the Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Notwithstanding the foregoing, if the Investor is purchasing the Securities as a fiduciary or agent for one or more investor accounts, the Preferred Shares Investor has full investment discretion with respect to each such account, and the shares full power and authority to make the acknowledgements, representations and agreements herein on behalf of Common Stock issuable upon conversion each owner of each such account. The Investor has no present arrangement to sell the Preferred Securities to or through any person or entity. The Investor understands that the Securities and any True-Up Warrants or True-Up Shares can only must be disposed of if held indefinitely unless such disposition is either registered Securities, True-Up Warrants or True-Up Shares are resold pursuant to a registration statement under the Securities Act or an exemption from registration is exempt from such registrationavailable. Nothing contained herein shall be deemed a representation or warranty by the Investor to hold the Securities, (iv) the Common Shares, the Preferred True-Up Warrants or True-Up Shares and the shares for any period of Common Stock issuable upon the conversion of the Preferred Shares will bear the legends to such effect set forth or described in Section 3.09, and (v) Purchaser may be, as a result of its due diligence investigations and negotiations for this Agreement, in possession of material non-public information concerning the Company and its subsidiary, their assets, operations and financial condition, and accordingly may be subject to liabilities under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities of the Company while in possession of such material non-public information.time. 4.8

Investment Representations and Warranties. The Purchaser hereby represents and warrants that, at the time such Purchaser was offered the Securities, it was, and as of the date hereof, it is, and on each date on which it exercises any Pre-Funded Warrants, it will be either (ai) Purchaser if an entity, a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act; or (ii) if an individual, is an “accredited investor” within the meaning of as that term is defined in Rule 501 501(a) of Regulation D under of the Securities Act. Act and either (bx) a “qualified purchaser” as that term is defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended or (y) an employee or affiliate of the Company. The Purchaser has sufficient such knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so financial and business matters as to be able to evaluate the risks and merits of protect its own interests in connection with an investment in the Company Securities and it is able financially to bear the risks thereof. (c) Based on the terms of this Agreement and in reliance on the representations and warranties of the Company herein, such Purchaser has received all the information it considers necessary or appropriate for deciding whether had an opportunity to purchase the Common Sharesseek, the Option and the Preferred Shares. has sought, such accounting, legal, business and tax advice as such Purchaser has conducted all due diligence and has received or has had full access to all the information it considers considered necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, and to make an informed investment decision with respect to the Common Shares, the Option and the Preferred Shares to be issued to Purchaserdecision. The Purchaser further represents and warrants that (x) it is capable of evaluating the merits and risk of such investment, and (y) has had an opportunity to ask questions and receive answers from exercised independent judgment in evaluating its participation in the Company regarding the terms and conditions purchase of the offering of the Common Shares, the granting of the Option Securities. The Purchaser understands and agrees that the offering of the Preferred Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had access. The foregoing, however, does not in any way limit or modify the representations and warranties made by the Company in Article II. (d) The Common Shares and the Preferred Shares to be issued to Purchaser, and the Option to be granted to Purchaser, are being acquired for its own account for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning sale of the Securities Act. There are no other agreements, arrangements or understandings pursuant to which Purchaser has agreed to purchase shares of the Company’s Common Stock. (e) Purchaser understands that (i) neither of the Common Shares, the Option nor the Preferred Shares have not been registered under the Securities Act because or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of their issuance in a transaction exempt from the registration requirements investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands and acknowledges that the purchase and sale of the Securities Act, hereunder (iiii)meets the exemptions from filing under FINRA Rule 5123(b)(1) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares can only be disposed of if such disposition is either registered under the Securities Act or is exempt from such registration, (iv) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon the conversion of the Preferred Shares will bear the legends to such effect set forth or described in Section 3.09, and (vii) Purchaser may beif an individual, is not being “recommended” by the Placement Agent as a result of its due diligence investigations and negotiations for this Agreement, in possession of material non-public information concerning the Company and its subsidiary, their assets, operations and financial condition, and accordingly may be subject to liabilities defined under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities of the Company while in possession of such material non-public informationFINRA Rule 2111.

Investment Representations and Warranties. (a) Purchaser is The Shares being acquired by Seller, the Warrant and the shares to be issued pursuant to the Warrant, if any (the "Warrant Shares") are being acquired by Seller for its own account and not with a view to or for sale or other disposition in connection with any distribution of all of such Shares, the Warrant or the Warrant Shares, or any part thereof, in any transaction that would be in violation of the Securities Act or the securities laws of any state, without prejudice, however, to the rights of Seller at all times to sell or otherwise dispose of all or any part of such Shares, the Warrant and the Warrant Shares under an “accredited investor” within effective registration statement under the meaning of Rule 501 of Regulation D Act or under an exemption from such registration available under the Securities Act. (b) Purchaser Seller represents that it is capable of evaluating the merits and risks of an investment in such Shares, the Warrant and the Warrant Shares and has sufficient knowledge such knowledge, experience and experience skill in investing financial and business matters that it is capable of evaluating the merits and risks of the investment in companies similar ADM and the suitability of such Shares, the Warrant and the Warrant Shares as an investment and can bear the economic risk of an investment in such Shares, the Warrant and the Warrant Shares. No guarantees have been made or can be made with respect to the Company in terms future value, if any, of such Shares, the Warrant, or the Warrant Shares or the profitability or success of the Company’s stage business of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereofADM. (c) Based on the terms of this Agreement and in reliance on the representations and warranties of the Company herein, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Common Seller understands that such Shares, the Option Warrant and the Preferred Shares. Purchaser has conducted all due diligence and has received or has had full access to all the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, and to make an informed investment decision with respect Warrant Shares will not have been registered pursuant to the Common Securities Act or any applicable state securities laws, that such Shares, the Option Warrant and the Preferred Warrant Shares to will be issued to Purchaser. Purchaser further has had an opportunity to ask questions characterized as "restricted securities" under federal securities laws, and receive answers from the Company regarding the terms that under such laws and conditions of the offering of the Common applicable regulations such Shares, the granting of the Option Warrant and the offering of the Preferred Warrant Shares and to obtain additional information necessary to verify any information furnished to Purchaser cannot be sold or to which Purchaser had access. The foregoing, however, does not in any way limit or modify the representations and warranties made by the Company in Article II. (d) The Common Shares and the Preferred Shares to be issued to Purchaser, and the Option to be granted to Purchaser, are being acquired for its own account for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. There are no other agreements, arrangements or understandings pursuant to which Purchaser has agreed to purchase shares of the Company’s Common Stock. (e) Purchaser understands that (i) neither of the Common Shares, the Option nor the Preferred Shares have not been registered under the Securities Act because of their issuance in a transaction exempt from the registration requirements of the Securities Act, (iii) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares can only be otherwise disposed of if such disposition is either registered without registration under the Securities Act or an exemption therefrom. In this connection, Seller represents that it is exempt from familiar with Rule 144 promulgated under the Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Stop transfer instructions may be issued to the transfer agent for securities of ADM (or a notation may be made in the appropriate records of ADM) in connection with such registration, (iv) the Common Shares, the Preferred Shares Warrant and the shares of Common Stock issuable upon Warrant Shares, but only to the conversion of the Preferred Shares will bear the legends to such effect set forth or described in Section 3.09, and (v) Purchaser may be, as a result of its due diligence investigations and negotiations extent customary for this Agreement, in possession of material non-public information concerning the Company and its subsidiary, their assets, operations and financial condition, and accordingly may be subject to liabilities under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities of the Company while in possession of such material non-public informationwhich are "restricted securities."

Investment Representations and Warranties. The Seller is the lawful and record and beneficial owner of, and has good and marketable title to, all of the Outstanding Capital Stock owned by such Seller as set forth on Schedule 3.3(a), and such Seller has the full legal capacity, power and authority to vote such Capital Stock and transfer and otherwise dispose of such Capital Stock and any and all rights and benefits incident to the ownership thereof free and clear of all Liens, and there are no Contracts between such Seller and the Company and/or any other Person with respect to the voting, sale or other disposition of such Capital Stock or any other matter relating to such Capital Stock. (a) Purchaser is an “accredited investor” within Seller understands that the meaning shares of Rule 501 of Regulation D Parent Stock being issued to him hereunder (the "Securities") are "restricted securities" and have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities law and is acquiring such Securities as principal for his own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities. Seller does not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities. Seller understands that the Securities are being issued to him/her in a transaction that is intended to qualify for an exemption from the registration requirements of the Securities Act which depends, in part, upon Seller's investment intent in purchasing the Securities. (b) Purchaser Seller, either alone or together with his/her representatives, has sufficient knowledge such knowledge, sophistication and experience in investing in companies similar to the Company in terms of the Company’s stage of development business and financial matters so as to be able to evaluate capable of evaluating the merits and risks and merits of its the prospective investment in the Company Securities, and it has so evaluated the merits and risks of such investment. Seller is able financially to bear the risks thereofeconomic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. (c) Based on Seller is not acquiring the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. (d) Seller acknowledges that it has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Buyer concerning the terms of this Agreement and in reliance on the representations and warranties conditions of the Company herein, Purchaser has received all issuance of the information it considers necessary or appropriate for deciding whether to purchase the Common Shares, the Option Securities and the Preferred Shares. Purchaser has conducted all due diligence merits and has received or has had full risks of acquiring the Securities; (ii) access to all information about the Buyer and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information it considers that the Buyer possesses or can acquire without unreasonable effort or expense that is necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, and to make an informed investment decision with respect to the Common Shares, the Option and the Preferred Shares to be issued to Purchaser. Purchaser further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Common Shares, the granting of the Option and the offering of the Preferred Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had access. The foregoing, however, does not in any way limit or modify the representations and warranties made by the Company in Article IIinvestment. (d) The Common Shares and the Preferred Shares to be issued to Purchaser, and the Option to be granted to Purchaser, are being acquired for its own account for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. There are no other agreements, arrangements or understandings pursuant to which Purchaser has agreed to purchase shares of the Company’s Common Stock. (e) Purchaser understands that (i) neither of the Common Shares, the Option nor the Preferred Shares have not been registered under the Securities Act because of their issuance in a transaction exempt from the registration requirements of the Securities Act, (iii) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares can only be disposed of if such disposition is either registered under the Securities Act or is exempt from such registration, (iv) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon the conversion of the Preferred Shares will bear the legends to such effect set forth or described in Section 3.09, and (v) Purchaser may be, as a result of its due diligence investigations and negotiations for this Agreement, in possession of material non-public information concerning the Company and its subsidiary, their assets, operations and financial condition, and accordingly may be subject to liabilities under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities of the Company while in possession of such material non-public information.

Investment Representations and Warranties. (a) Each Seller has such knowledge, skill and experience in business, financial and investment matters that such Seller is capable of evaluating the merits and risks of an investment in the Closing Equity Consideration. With the assistance of ▇▇▇▇▇▇▇’ own professional advisors, to the extent that each Seller has deemed appropriate, each Seller has made its own legal, tax, accounting, and financial evaluation of the merits and risks of an investment in the Closing Equity Consideration and the consequences of this Agreement. Each Seller has considered the suitability of the Closing Equity Consideration as an investment in light of its own circumstances and financial condition, and it is able to bear the risks associated with an investment in the Closing Equity Consideration. (b) Each Seller has: (i) become familiar with the business, financial condition and operations of Purchaser, has been given access to and an opportunity to examine such documents, materials and information concerning Purchaser as such Seller deems necessary or advisable in order to reach an informed decision regarding an investment in Purchaser, and has carefully reviewed and understands such documents, materials and information, and has had answered to such Seller’s full satisfaction any and all questions regarding such documents, materials and information; (ii) made such independent investigation of the Closing Equity Consideration and Purchaser and such other matters as such Seller deems to be necessary or advisable in connection with the acquisition of the Closing Equity Consideration; and (iii) not been offered the Closing Equity Consideration by any means of general solicitation or general advertising. Each Seller has consulted with, and relied on the advice of, only such ▇▇▇▇▇▇’s own tax and other advisors in evaluating the tax consequences of an investment in the Closing Equity SMRH:4901-0758-8460.26 -44- 102825 80VE-419046 US-DOCS\165155399.10 Consideration to such Seller. Each Seller acknowledges that no federal or state agency has passed upon the Closing Equity Consideration nor has any agency made any finding or determination of the fairness of an investment in the Closing Equity Consideration. (c) Each Seller is an “accredited investor” within the meaning of Rule 501 of as defined in Regulation D promulgated by the SEC under the Securities Act. (b) . Each Seller shall furnish any additional information requested by Purchaser has sufficient knowledge or any of its affiliates to assure compliance with applicable U.S. federal and experience state securities laws in investing in companies similar to the Company in terms connection with such Seller’s purchase of the Company’s stage of development so as to be able to evaluate Closing Equity Consideration (including, without limitation, information that reasonably demonstrates that such Seller meets the risks and merits of its investment qualifications set forth in the Company preceding sentence). Any information that has been furnished or that will be furnished by such Seller to evidence its status as an accredited investor is accurate and it is able financially to bear the risks thereof. (c) Based on the terms of this Agreement complete and in reliance on the representations and warranties of the Company herein, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Common Shares, the Option and the Preferred Shares. Purchaser has conducted all due diligence and has received or has had full access to all the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, and to make an informed investment decision with respect to the Common Shares, the Option and the Preferred Shares to be issued to Purchaser. Purchaser further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Common Shares, the granting of the Option and the offering of the Preferred Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had access. The foregoing, however, does not in contain any way limit misrepresentation or modify the representations omission. Each Seller’s principal place of business and warranties made by the Company in Article IIresidence is set forth on Schedule 1 hereto. (d) The Common Shares and Each Seller is acquiring the Preferred Shares to be issued to PurchaserClosing Equity Consideration solely for such Seller’s own beneficial account, and the Option to be granted to Purchaserfor investment purposes, are being acquired for its own account for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof within of the meaning of Closing Equity Consideration, as such terms are defined or otherwise used under the Securities Act. There are no other agreements, arrangements or understandings pursuant to which Purchaser Each Seller acknowledges that the Closing Equity Consideration has agreed to purchase shares of the Company’s Common Stock. (e) Purchaser understands that (i) neither of the Common Shares, the Option nor the Preferred Shares have not been registered under the Securities Act because or any state or foreign securities Laws by reason of their issuance in a transaction exempt from exemptions under the registration requirements provisions of the Securities ActAct and such state securities laws which depend in part upon the investment intent of each Seller and the other representations made by Sellers in this Agreement, and each Seller understands that Purchaser is relying upon the representations and agreements set forth in this Agreement (iiiand any additional information provided by Sellers at the request of Purchaser) for the purpose of determining whether the transactions contemplated by this Agreement meet the requirements for such exemptions. (e) Each Seller acknowledges that the shares of Purchaser Common SharesStock representing the Closing Equity Consideration are restricted securities and may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is pursuant to the Preferred Shares terms of an effective registration statement under the Securities Act and the shares of Purchaser Common Stock issuable upon conversion of representing the Preferred Shares can only be disposed of if such disposition is either Closing Equity Consideration are registered under any applicable state or foreign securities Laws or sold pursuant to an exemption from registration under the Securities Act and any applicable state or is exempt from such registration, foreign securities Laws. (ivf) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon the conversion Each Seller acknowledges that additional restrictions on transfer of the Preferred Shares Closing Equity Consideration are imposed by Section ‎1.12; and that, any stock certificates representing the Closing Equity Consideration will bear the restrictive legends referring to such effect set forth or described in Section 3.09, and (v) Purchaser may be, as a result of its due diligence investigations and negotiations for this Agreement, in possession of material non-public information concerning the Company and its subsidiary, their assets, operations and financial condition, and accordingly may be subject to liabilities under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities of the Company while in possession of such material non-public informationrestrictions.

Investment Representations and Warranties. Executive hereby ----------------------------------------- represents and warrants as indicated below: (a) Purchaser Executive has reviewed, completed and executed Schedule 3 hereto which is an “accredited investor” within incorporated herein and made a part hereof by this reference, and the meaning of Rule 501 of Regulation D under information provided to the Securities ActCompany in such Schedule 3 is complete and accurate. (b) Purchaser Executive has sufficient such knowledge and experience in investing in companies similar to financial and business matters and Executive is capable of evaluating the Company in terms merits and risks of the Company’s stage of development so as to be able to evaluate the risks and merits of its an investment in the Company and it is able financially to bear the risks thereof. (c) Based on the terms of this Agreement and in reliance on the representations and warranties of the Company herein, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Common Shares, the Option and the Preferred Shares. Purchaser has conducted all due diligence and has received or has had full access to all the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, and to make making an informed investment decision with respect thereto. (c) Executive has adequate means of providing for current needs and personal contingencies, has no need for liquidity in the investment, and is able to bear the Common Shares, the Option and the Preferred Shares to be issued to Purchaser. Purchaser further has had economic risk of an opportunity to ask questions and receive answers from investment in the Company regarding the terms and conditions of the offering of the Common Shares, the granting of the Option and the offering of the Preferred Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had access. The foregoing, however, does not in any way limit or modify the representations and warranties made by the Company in Article IIsize contemplated. (d) The Common Executive will purchase the Shares for Executive's own account and the Preferred Shares to be issued to Purchaserfor investment purposes only, and Executive is not purchasing the Option to be granted to Purchaser, are being acquired for its own account for the purpose of investment and not Shares with a view to, to or for resale sale in connection withwith any distribution, any distribution thereof within the meaning resale or disposition of the Securities Act. There are no other agreements, arrangements or understandings pursuant to which Purchaser has agreed to purchase shares of the Company’s Common StockShares. (e) Purchaser understands that The information provided in this Section (iincluding without limitation the information set forth on Schedule 3 hereto) neither of may be relied upon in determining whether the Common Shares, offering in which the Option nor the Preferred Shares have not been registered Executive proposes to participate is exempt from registration under the Securities Act because of their issuance 1933, as amended, and applicable state securities laws and the rules promulgated thereunder. (f) Executive will notify the Company immediately of any material changes to the information given by Executive in a transaction exempt from this Section occurring prior to the registration requirements closing of any purchase by Executive of the Securities Act, Shares. (iiig) the Common Shares, the Preferred Shares and the shares Executive is an officer of Common Stock issuable upon conversion of the Preferred Shares can only be disposed of if such disposition is either registered under the Securities Act or is exempt from such registration, (iv) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon the conversion of the Preferred Shares will bear the legends to such effect set forth or described in Section 3.09, and (v) Purchaser may be, as a result of its due diligence investigations and negotiations for this Agreement, in possession of material non-public information concerning the Company and its subsidiary, their assets, as such has a high degree of familiarity with the business and operations and financial condition, and accordingly may be subject to liabilities under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities of the Company while and understands and has evaluated the merits and risks of the purchase of the Shares. (h) Executive has received a copy of the most recent Executive Equity Participation Materials of the Company (the "Materials"), prepared by the Company to describe the investment in possession the Company through purchase of such material non-public informationthe Shares, and Executive understands all of the information contained therein. Executive represents that Executive is relying solely upon the Materials and Executive's knowledge of the Company for the purpose of making Executive's decision to purchase the Shares, and Executive understands that no person has been authorized in connection with this offering to make any representations other than those contained in the Materials, and any representations not therein contained, if given or made, must not be relied upon as having been authorized by the Company.

Investment Representations and Warranties. In connection with the purchase of the Shares, Purchaser makes the following representations and warranties to the Company as of the Effective Date and as of the date of the Closing: (a) This Agreement has been duly authorized and executed by Purchaser and, when delivered by Purchaser in accordance with its terms, will constitute the valid and legally binding obligation of Purchaser, enforceable against it in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Purchaser understands that the Company is a reporting company under the Exchange Act, and the Company’s various periodic reports and other SEC filings are available for public inspection on the ▇▇▇▇▇ system at ▇▇▇.▇▇▇.▇▇▇. Purchaser further acknowledges that Purchaser and Purchaser’s advisors have had the opportunity to ask questions of and receive answers from the Company’s management concerning this investment. Purchaser is aware of the Company’s business affairs and financial condition based on the said public available information and the answers from the Company’s management (the “Information”), and Purchaser and Purchaser’s advisors have evaluated the merits and risks of an investment in the Company and decided to acquire the Shares based on such Information and on the Company’s representations and warranties set forth in Section 4 above. (c) Purchaser understands that the Shares have not been registered under the U.S. Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. (d) Purchaser understands that the Shares are “restricted securities” as defined in Rule 144 promulgated under the Securities Act and that, consequently, Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission (the “Commission”) and qualified by state authorities and resold pursuant to the requirements of such registration/qualification, or an exemption from such registration and qualification requirements is available. Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. (e) Purchaser is an “accredited investor,” within the meaning of as defined in Rule 501 of Regulation D promulgated under the Securities Act. (bf) Purchaser has sufficient knowledge and experience in investing in companies similar not entered into any agreement to the Company in terms of the Company’s stage of development so as pay commissions to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof. (c) Based on the terms of this Agreement and in reliance on the representations and warranties of the Company herein, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Common Shares, the Option and the Preferred Shares. Purchaser has conducted all due diligence and has received or has had full access to all the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, and to make an informed investment decision any persons with respect to the Common purchase or sale of the Shares, the Option and the Preferred Shares to be issued to Purchaser. Purchaser further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Common Shares, the granting of the Option and the offering of the Preferred Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to except commissions for which Purchaser had access. The foregoing, however, does not in any way limit or modify the representations and warranties made by the Company in Article IIwill be responsible. (dg) The Common Shares Purchaser understands and acknowledges that no Japanese or United States federal or state agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the Preferred Shares merits of this investment, nor have any such agencies, governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to be issued to the Shares. (h) Purchaser, and in evaluating the Option merits of an investment in the Shares, is not relying on the Company, its counsel, or any financial or other advisor to be granted to Purchaserthe Company for an evaluation of the tax, are being acquired legal or other consequences of an investment in the Shares. (i) Purchaser is purchasing the Shares for investment for its own account for the purpose of investment only and not with a view to, or for resale in connection with, any distribution “distribution” thereof within the meaning of the Securities Act. There are no other agreements, arrangements or understandings pursuant to which Purchaser has agreed to purchase shares of the Company’s Common Stock. (eSection 2(11) Purchaser understands that (i) neither of the Common Shares, the Option nor the Preferred Shares have not been registered under the Securities Act because of their issuance in a transaction exempt from the registration requirements of the Securities Act, (iii) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares can only be disposed of if such disposition is either registered under the Securities Act or is exempt from such registration, (iv) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon the conversion of the Preferred Shares will bear the legends to such effect set forth or described in Section 3.09, and (v) Purchaser may be, as a result of its due diligence investigations and negotiations for this Agreement, in possession of material non-public information concerning the Company and its subsidiary, their assets, operations and financial condition, and accordingly may be subject to liabilities under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities of the Company while in possession of such material non-public information.

Investment Representations and Warranties. (a) Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (b) Purchaser has sufficient knowledge The Seller hereby represents and experience in investing in companies similar warrants to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof. (c) Based on the terms of this Agreement and in reliance on the representations and warranties of the Company herein, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Common Shares, the Option and the Preferred Shares. Purchaser has conducted all due diligence and has received or has had full access to all the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, and to make an informed investment decision Buyer that with respect to the Common Shares, Shares received at the Option and Closing: Seller is acquiring the Preferred Shares to be issued to Purchaser. Purchaser further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Common Shares, the granting of the Option and the offering of the Preferred Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had access. The foregoing, however, does not in any way limit or modify the representations and warranties made by the Company in Article II. (d) The Common Shares and the Preferred Shares to be issued to Purchaser, and the Option to be granted to Purchaser, are being acquired for its own account account, for the purpose of investment investment, and not with a view to, or for resale in connection with, to any distribution thereof within the meaning of the Securities Act. There are no other agreements, arrangements Seller has been granted the opportunity to investigate the affairs of Buyer and to ask questions of its officers and employees and has availed itself of such opportunity either directly or understandings pursuant to which Purchaser has agreed to purchase shares of the Company’s Common Stock. (e) Purchaser through its authorized representative. Seller understands that (i) neither of because the Common Shares, the Option nor the Preferred Shares have not been registered under the Securities Act because or securities or "blue sky" laws of their issuance in a transaction exempt from the registration requirements of the Securities Act, (iii) the Common Sharesany jurisdiction, the Preferred Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares can only not be disposed of if such disposition is either unless subsequently registered under the Securities Act or is exempt exemptions from such registrationregistration are available. The Seller acknowledges and understands that except for the registration rights granted in this Agreement, (iv) no other registration rights to require Buyer to register the Common Shares, Shares exists. The Seller understands that each certificate representing the Preferred Shares and the shares of Common Stock issuable upon the conversion of the Preferred Shares will bear a legend in substantially the legends same form provided below (in addition to any legend required under applicable state securities laws). THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED BY THE HOLDER NAMED HEREON FOR HIS OWN ACCOUNT FOR INVESTMENT; AND SUCH SECURITIES MAY NOT BE PLEDGED, SOLD OR IN ANY OTHER WAY TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS IN EFFECT AT THAT TIME, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. Upon the request of Seller, the Buyer shall remove the foregoing legend from the certificate if, with such effect set forth request, the Buyer receives a legal opinion from counsel reasonably satisfactory to it or described in Section 3.09, and (v) Purchaser may be, as a result of its due diligence investigations and negotiations for this Agreement"no action" letter, in possession either case, to the effect that the proposed transfer of material non-public information concerning the Company and its subsidiary, their assets, operations and financial condition, and accordingly Shares may be subject to liabilities effected without registration under the Exchange Securities Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in applicable state securities of the Company while in possession of such material non-public informationlaws.

Investment Representations and Warranties. Such Investor hereby represents and warrants that, it (ai) Purchaser as of the date of this Agreement is, if an entity, a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act; or (ii) if an individual, is an “accredited investor” within the meaning of as that term is defined in Rule 501 501(a) of Regulation D under of the Securities Act. (b) Purchaser Act and has sufficient such knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so financial and business matters as to be able to evaluate the risks and merits capable of protecting its own interests in connection with an investment in the Company Shares. Such Investor further represents and warrants that (x) it is able financially to bear capable of evaluating the risks thereofmerits and risk of such investment, and (y) that it has not been organized for the purpose of acquiring the Shares and is an “institutional account” as defined by FINRA Rule 4512(c). Such Investor understands and agrees that the offering and sale of the Shares has not been registered under the Securities Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of such Investor’s representations as expressed herein. (ca) Based on Such Investor acknowledges and understands that (i) the terms of this Agreement and in reliance on Company possesses material nonpublic information regarding the representations and warranties Company not known to the Investor that may impact the value of the Shares (the “Information”), and that the Company hereinis not disclosing the Information to the Investor. Such Investor understands, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Common Sharesbased on its experience, the Option disadvantage to which the Investor is subject due to the disparity of information between the Company and the Preferred SharesInvestor. Purchaser Notwithstanding such disparity, the Company has conducted all due diligence and has received or has had full access to all the information deemed it considers necessary or appropriate to enter into this Agreement and to consummate the transactions contemplated hereby, and to make an informed investment decision with respect to the Common Shares, the Option and the Preferred Shares to be issued to Purchaser. Purchaser further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions sale of the offering of the Common Shares, the granting of the Option and the offering of the Preferred Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had access. The foregoing, however, does not in any way limit or modify the representations and warranties made by the Company in Article II. (db) The Common Shares and the Preferred Shares to be issued to Purchaser, and the Option to be granted to Purchaser, are being acquired for its own account for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. There are no other agreements, arrangements or understandings pursuant to which Purchaser has agreed to purchase shares Such Investor agrees that none of the Company, its affiliates, principals, stockholders, partners, employees and agents have any liability to the Investor, its affiliates, principals, stockholders, partners, employees, agents, grantors or beneficiaries, whatsoever due to or in connection with the Seller’s Common Stock. (e) Purchaser understands that (i) neither use or non-disclosure of the Common Shares, the Option nor the Preferred Shares have not been registered under the Securities Act because of their issuance in a transaction exempt from the registration requirements of the Securities Act, (iii) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares can only be disposed of if such disposition is either registered under the Securities Act Information or is exempt from such registration, (iv) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon the conversion of the Preferred Shares will bear the legends to such effect set forth or described in Section 3.09, and (v) Purchaser may be, otherwise as a result of its due diligence investigations and negotiations for this Agreement, in possession the purchase of material non-public information concerning the Company and its subsidiary, their assets, operations and financial conditionShares, and accordingly may be subject to liabilities under such Investor hereby irrevocably waives any claim that it might have based on the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities failure of the Company while in possession of such material non-public informationto disclose the Information.

Investment Representations and Warranties. (a) Purchaser is an “accredited investor” within The NEAI Shares will be acquired by ADM for its own account and not with a view to or for sale or other disposition in connection with any transaction that will not be exempt form the meaning registration requirements of Rule 501 the Securities Act of Regulation D under 1933 (the Securities Act) and any applicable state securities laws. (b) Purchaser ADM is capable of evaluating the merits and risks of an investment in such NEAI Shares and has sufficient knowledge such knowledge, experience and experience skill in investing financial and business matters that it is capable of evaluating the merits and risks of the investment in companies similar NEAI Shares and the suitability of the NEAI Shares as an investment and can bear the economic risk of an investment therein for an indefinite period of time. No guarantees have been made or can be made with respect to the Company in terms future value, if any, of the Company’s stage NEAI Shares or the profitability or success of development so as to be able to evaluate the risks and merits business of its investment in the Company and it is able financially to bear the risks thereofNEAI. (c) Based on ADM understands that the terms of this Agreement and in reliance on NEAI Shares will not have been registered under the representations and warranties of Securities Act or any applicable state securities laws, that the Company herein, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Common Shares, the Option and the Preferred Shares. Purchaser has conducted all due diligence and has received or has had full access to all the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated herebyNEAI Shares will be characterized as restricted securities under federal securities laws, and to make that under such laws and applicable regulations the NEAI Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an informed investment decision exemption therefrom. In this connection, ADM represents that it is familiar with respect to Rule 144 promulgated under the Common SharesAct, as currently in effect, and understands the Option resale limitations imposed thereby and by the Preferred Shares to Securities Act. Stop transfer instructions may be issued to Purchaser. Purchaser further has had an opportunity to ask questions and receive answers from the Company regarding transfer agent for securities of NEAI (or a notation may be made in the terms and conditions appropriate records of NEAI) in connection with the offering of the Common NEAI Shares, but only to the granting of the Option and the offering of the Preferred Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to extent customary for securities which Purchaser had access. The foregoing, however, does not in any way limit or modify the representations and warranties made by the Company in Article IIare restricted securities. (d) The Common ADM understands that NEAI is the only person that can register the NEAI Shares and the Preferred Shares to be issued to Purchaser, and the Option to be granted to Purchaser, are being acquired for its own account for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of under the Securities Act. There are Act of 1933 and NEAI has no other agreements, arrangements obligation or understandings pursuant intension to which Purchaser has agreed to purchase shares of the Company’s Common Stockdo so. (e) Purchaser understands ADM consents to the placement of a legend on the certificate evidencing the NEAI Shares stating that (i) neither of the Common Shares, the Option nor the Preferred Shares they have not been registered under the Securities Act because or under any other applicable securities laws, setting forth or referring to the restrictions on transferability and sale thereof and including placement of their issuance any additional language as may be required by applicable state securities laws. (f) ADM is (i) aware that NEAI is a blank Check company as that term is used in a transaction exempt from the registration requirements of the Securities Act, Rule 419 (iiiARule 419") the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares can only be disposed of if such disposition is either registered under the Securities Act or is exempt from such registrationof 1933 (the Act), (ivii) is familiar with the Common Shares, the Preferred Shares and the shares provisions of Common Stock issuable upon the conversion of the Preferred Shares will bear the legends to such effect set forth or described in Section 3.09, Rule 419 and (viii) Purchaser may be, as a result of its due diligence investigations is aware that NEAI and negotiations for this Agreement, in possession of material non-public information concerning the Company and its subsidiary, their assets, operations and financial condition, and accordingly may be Agreement is subject to liabilities under the provisions of Rule 419. (g) ADM has downloaded, printed and carefully reviewed NEAI's filings made with the Securities and Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities of Commission the Company while in possession of such material non-public information(SEC).

Investment Representations and Warranties. Each Stockholder hereby acknowledges, represents and warrants to, and agrees with, the Company as follows: Section 4.01 The Stockholder is acquiring the shares of Company Common Stock for his or its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution thereof in whole or in part. Further, the Stockholder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the shares of Company Common Stock. Section 4.02 The Stockholder acknowledges his or its understanding that the issuance of the shares of Company Common Stock is intended to be exempt from registration under the Securities Act of 1933, as amended (athe "Securities Act") Purchaser is an “accredited investor” within by virtue of Section 4(2) of the meaning of Rule 501 Securities Act and the provisions of Regulation D under promulgated thereunder ("Regulation D"). In furtherance thereof, the Stockholder represents and warrants to, and agrees with, the Company that he or it: (i) is an "accredited investor" as that term is defined in Section 2(15) of the Securities Act. , and Rule 501(a) of Regulation D promulgated thereunder; (bii) Purchaser has sufficient the financial ability to bear the economic risk of an investment in the Company and has no need for liquidity with respect to his or its investment in the Company; and (iii) has such knowledge and experience in investing in companies similar to the Company in terms of the Company’s 's stage of development so as to be able to evaluate capable of evaluating the merits and risks and merits of its an investment in the Company and it is able financially to bear the risks thereofCompany. (c) Based on Section 4.03 The Stockholder has been given the terms of this Agreement opportunity for a reasonable time prior to the date hereof to ask questions of, and in reliance on receive answers from, the representations and warranties Company or its representatives concerning the business of the Company hereinthe powers and rights of the Company Common Stock, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Common Shares, the Option and the Preferred Shares. Purchaser has conducted all due diligence and has received or has had full access to all been given the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, and to make an informed investment decision with respect opportunity for a reasonable time prior to the Common Shares, the Option and the Preferred Shares to be issued to Purchaser. Purchaser further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Common Shares, the granting of the Option and the offering of the Preferred Shares and date hereof to obtain such additional information necessary to verify any the accuracy of the information furnished which was provided to Purchaser or to which Purchaser had access. The foregoing, however, does not in any way limit or modify the representations and warranties made by extent the Company in Article IIpossesses such information or can acquire it without unreasonable effort or expense. (d) Section 4.04 The Stockholder represents, warrants and agrees that he or it will not sell or otherwise transfer the shares of Company Common Shares and the Preferred Shares to be issued to Purchaser, and the Option to be granted to Purchaser, are being acquired for its own account for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of Stock without registration under the Securities Act. There are no other agreements, arrangements Act or understandings pursuant to which Purchaser has agreed to purchase an exemption therefrom and fully understands and agrees that he or it must bear the economic risk of an investment in the shares of the Company’s Company Common Stock. (e) Purchaser understands that (i) neither of the Common SharesStock because, the Option nor the Preferred Shares among other reasons, such shares have not been registered under the Securities Act because or under the securities laws of their issuance in a transaction exempt from the registration requirements of the Securities Actany state and, (iii) the Common Sharestherefore, the Preferred Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares can only cannot be resold, pledged, assigned or otherwise disposed of if such disposition is either unless they are registered under the Securities Act and under the applicable securities laws of such states prior to such resale, pledge, assignment or is exempt other disposition, or an exemption from such registration, (iv) the Common Sharesregistration is available. In particular, the Preferred Shares Stockholder is aware that such shares, when issued, will be "restricted securities," as such term is defined in Rule 144 promulgated under the Securities Act ("Rule 144"), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Stockholder understands that Rule 144 is not currently available in connection with a sale of such shares. The Stockholder also understands that the Company is under no obligation to register such shares on his or its behalf or to assist him or it in complying with any exemption from registration under the Securities Act or applicable state securities laws. The Stockholder further understands that sales or transfers of such shares are further restricted by applicable state securities laws and the provisions of this Agreement. Section 4.05 The Stockholder is not acquiring the shares of Company Common Stock issuable upon the conversion of the Preferred Shares will bear the legends to such effect set forth or described in Section 3.09, and (v) Purchaser may be, as a result of its due diligence investigations and negotiations for this Agreementor subsequent to any advertisement, article, notice or other communication published in possession any newspaper, magazine, or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation of material non-public information concerning a subscription by a person or entity not previously known to the Company and its subsidiary, their assets, operations and financial condition, and accordingly may be subject to liabilities under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage Stockholder in trading connection with investments in securities of generally. Section 4.06 The foregoing representations, warranties and agreements shall survive the Company while in possession of such material non-public informationdate hereof.

Investment Representations and Warranties. (ai) Purchaser The Grantor, by reason of its business and financial experience, together with the business and financial experience of those persons, if any, retained by it to represent or advise it with respect to its investment in OP Units, (A) has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of and of making an informed investment decision with respect to an investment in OP Units, (B) is capable of protecting its own interest or has engaged representatives or advisors to assist it in protecting its interests and (C) is capable of bearing the economic risk of such investment. (ii) The Grantor is an “"accredited investor” within the meaning of " as defined in Rule 501 of Regulation D the regulations promulgated under the Securities Act. (bi) Purchaser has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its The Grantor understands that an investment in the Company and it is able financially to bear the risks thereofOperating Partnership involves substantial risks. (cii) Based on The Grantor has been given the terms of this Agreement and in reliance on the representations and warranties opportunity to make a thorough investigation of the Company herein, Purchaser has received all proposed activities of the information it considers necessary or appropriate for deciding whether to purchase the Common Shares, the Option and the Preferred Shares. Purchaser has conducted all due diligence Operating Partnership and has received or has had full access to all the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, and to make an informed investment decision been furnished with respect materials relating to the Common Shares, Operating Partnership and its proposed activities. (iii) The Grantor has been afforded the Option and the Preferred Shares opportunity to be issued to Purchaser. Purchaser further obtain any additional information requested by it. (iv) The Grantor has had an opportunity to ask questions of and receive answers from representatives of the Company regarding Operating Partnership concerning the Operating Partnership and its proposed activities and the terms and conditions of the offering of the Common Shares, the granting of the Option and the offering of the Preferred Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had access. The foregoing, however, does not an investment in any way limit or modify the representations and warranties made by the Company in Article IIOP Units. (di) The Common Shares and the Preferred Shares OP Units to be issued to Purchaser, and the Option to Grantor at the Closing will be granted to Purchaser, are being acquired by the Grantor for its own account account, for the purpose of investment only and not with a view to, or for with any intention of, a distribution or resale thereof, in connection withwhole or in part, or the grant of any distribution thereof within the meaning of the Securities Act. There are no other agreements, arrangements or understandings pursuant to which Purchaser has agreed to purchase shares of the Company’s Common Stockparticipation therein. (eii) Purchaser understands that The Grantor was not formed for the specific purpose of acquiring an interest in the Operating Partnership. (i) neither of The Grantor acknowledges that 8 9 (A) the Common Shares, OP Units to be issued to the Option nor Grantor at the Preferred Shares Closing have not been registered under the Securities Act because or state securities laws by reason of their issuance in a transaction exempt specific exemption or exemptions from the registration requirements of the Securities Act, (iii) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares can only be disposed of if such disposition is either registered under the Securities Act or is exempt from and applicable state securities laws and, if such registrationOP Units are represented by certificates, (iv) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon the conversion of the Preferred Shares such certificates will bear the legends a legend to such effect set forth or described in Section 3.09, and (v) Purchaser may be, as a result of its due diligence investigations and negotiations for this Agreement, in possession of material non-public information concerning the Company and its subsidiary, their assets, operations and financial condition, and accordingly may be subject to liabilities under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities of the Company while in possession of such material non-public information.effect,