Common use of Investment Representations Clause in Contracts

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents Seller and warrants, with respect each Member understand that the Stock Consideration acquired by Seller or such Member hereunder have not been registered under the Securities Act. Seller and each Member also understand that the Stock Consideration acquired by Seller or such Member hereunder are being offered and sold pursuant to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment exemption from registration contained in the Shares involves certain significant risksSecurities Act based in part upon Seller and each such Member’s representations contained in this Agreement. Such Buyer Seller and each Member has no need for liquidity experience in evaluating and investing in private placement transactions of securities in companies similar to Parent so that it is capable of evaluating the merits and risks of its investment in Parent and has the Shares capacity to protect its own interests. Seller and each Member acquiring Stock Consideration is acquiring such Stock Consideration hereunder for Seller or such Member’s own account and for the foreseeable future account of the direct and is able to bear the risk indirect equityholders of that Seller or such Member for investment for an indefinite period. Such Buyer acknowledges only, and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold a view towards their distribution, except in compliance with applicable securities Law. Seller and each Member represents that by reason of its, or of its management’s, business or financial experience, Seller and each such Member has the capacity to protect its own interests in connection with the transactions contemplated hereby. Seller and each Member represents that it is an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in accredited investor within the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), meaning of Regulation D under the Securities Act Act. Seller and each Member has had an opportunity to discuss Parent’s business, management and financial affairs with directors, officers and management of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands Parent and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given had the opportunity to (i) review Parent’s operations and facilities. Seller and each Member has also had the opportunity to review Parent’s SEC Filings and to ask questions of and receive answers from the Seller Parent and the Company concerning its management regarding the terms and conditions of the Shares, this investment. Seller and the business each Member acknowledges and financial condition of the Company and (ii) obtain any additional information agrees that the Stock Consideration acquired by Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an Member hereunder are “accredited investorrestricted securities” as defined in Regulation D Rule 144 promulgated by under the Securities Act as in effect from time to time and Exchange Commission must be held unless they are subsequently registered under the ActSecurities Act or an exemption from such registration is available. In the event such Buyer does not join the Board of Directors Seller and each Member has been advised or is aware of the Company upon provisions of Rule 144, which permits limited resale of shares purchased in a private placement subject to the consummation satisfaction of certain conditions, including, among other things: the availability of certain current public information about Parent, the resale occurring following the required holding period under Rule 144 and the number of Equity Securities being sold during any three-month period not exceeding specified limitations. Seller and each Member understands that, under applicable securities Laws, all stock issued as part of the Public Offering (whether and either at Stock Consideration to an affiliate, including an officer, director, or owner of 10% or greater of Parent shall be restricted so that the election number of Equity Securities an affiliate may sell during any three-month period cannot exceed the great of 1% of the Company outstanding shares of the same class being sold, or the greater of 1% or the average reported weekly trading volume during the four weeks preceding the filing of a notice of sale on Form 144, or if no such Buyer for any reason)notice is required, then the Buyer shall promptly return date of receipt of the Shares order to execute the Companytransaction.

Investment Representations. Each The Buyer represents and warrants, with respect to himself or herself only, warrants as set forth herein. Such follows: the Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such The Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such The Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such the Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”)amended, under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such The Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such the foregoing transfer restrictions. The Shares are being acquired solely for such the Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such the Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such The Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such the Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such The Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such The Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such the Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such the Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws and (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available; (d) is aware that an investment in the Purchaser is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that the Purchaser is under no obligation hereunder to register the Exchange Shares under the Securities Act. No Seller has any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), each Seller is capable of evaluating the risks and merits of an investment in the Purchaser and of protecting its interests in connection with this investment. Each Seller has carefully read and understands all materials provided by or on behalf of the Purchaser or its Representatives to such Seller or such Seller’s Representatives pertaining to an investment in the Purchaser and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Each Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Each Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by the Securities Purchaser or its Representatives. Each Seller acknowledges and Exchange Commission under the Act. In agrees that such Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in the consummation Purchaser or (ii) the profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Each Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents The Securities subscribed to pursuant to this Subscription Agreement will be purchased for Subscriber’s own account and warrantswill be held for investment and not with the view to, with respect or for resale in connection with, any distribution thereof. By such representation Subscriber means that Subscriber intends to himself hold the Securities for investment without the intent of participating directly or herself onlyindirectly in a distribution thereof, as set forth hereinand that Subscriber does not intend to dispose of all or any part of the Securities unless Subscriber determines that some change in Subscriber’s personal circumstances, by reason of some intervening event not now in contemplation, has occurred which makes such disposition necessary. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees Subscriber understands that the Shares will Securities have not be transferable under any circumstances unless been registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating . Subscriber also understands that the Securities are being offered and sold pursuant to a contemplated underwritten public offering by an exemption from registration contained in the Company (the “Public Offering”))Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement. Such Buyer further understands and Subscriber agrees that Buyer Subscriber will not in any way transfer or dispose of any of the Securities unless either the Securities are covered by an effective registration statement under the Securities Act or the transfer or disposition is exempt from the registration requirements of the Securities Act. Subscriber further agrees that Subscriber will not in any way transfer or dispose of any of the Securities in violation of any other applicable securities laws and regulations, or in violation of any other applicable law. Subscriber hereby agrees that the Securities shall be required to execute and deliver (a) a letter agreement including, among other provisions, transferable only on the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in books of the Registration StatementCompany, and that any certificates evidencing no transfer shall be made on the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition books of the Company and (ii) obtain any additional information that no attempted transfer shall be effective unless and until the Seller possesses or can acquire without unreasonable effort or expense that request for transfer is necessary to assist such Buyer in evaluating the advisability accompanied by an opinion of counsel of the purchase Company, or an opinion of the Shares and an investment in the Company. Such Buyer counsel for Subscriber which is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares acceptable to the Company, in their reasonable discretion, to the effect that neither the sale nor the proposed transfer results in a violation of the Securities Act, any other applicable securities laws and regulations, or any other applicable law of which said counsel is aware. Subscriber hereby acknowledges that the Company is under no obligation to assist Subscriber financially or otherwise in registering the Securities under the Securities Act or any other applicable securities laws and regulations, or in obtaining said opinion of counsel, and Subscriber agrees to bear the entire cost of obtaining any such opinion. Subscriber agrees that a legend in substantially the following form may be placed on any certificate or certificates delivered to Subscriber or any substitutes therefor: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL AND STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL AND STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT IN A TRANSACTION WHICH IS REGISTERED UNDER, EXEMPT FROM, OR OTHERWISE IN COMPLIANCE WITH THE FEDERAL AND STATE SECURITIES LAWS, AS TO WHICH THE ISSUER HAS RECEIVED SUCH ASSURANCES AS THE ISSUER MAY REQUEST, WHICH MAY INCLUDE, A SATISFACTORY OPINION OF ITS COUNSEL.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Initial Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Initial Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Initial Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer Xxxxx will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Initial Shares bear a legend referring to such transfer restrictions. The Initial Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Initial Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses possess or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Initial Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer Xxxxx does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Initial Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and (iii) are subject to additional restrictions on transfer pursuant to the Lock-Up Agreement; (d) is aware that an investment in the Purchaser is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that the Purchaser is under no obligation hereunder to register the Exchange Shares under the Securities Act. No Seller has any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), each Seller is capable of evaluating the risks and merits of an investment in the Purchaser and of protecting its interests in connection with this investment. Each Seller has carefully read and understands all materials provided by or on behalf of the Purchaser or its Representatives to such Seller or such Seller’s Representatives pertaining to an investment in the Purchaser and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Each Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Each Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by the Securities Purchaser or its Representatives. Each Seller acknowledges and Exchange Commission under the Act. In agrees that such Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in the consummation Purchaser or (ii) the profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Each Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and (iii) are subject to additional restrictions on transfer pursuant to the Lock-Up Agreement; (d) is aware that an investment in the Parent is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that the Parent is under no obligation hereunder to register the Exchange Shares under the Securities Act. No Seller has any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), each Seller is capable of evaluating the risks and merits of an investment in the Parent and of protecting its interests in connection with this investment. Each Seller has carefully read and understands all materials provided by or on behalf of the Parent or its Representatives to such Seller or such Seller’s Representatives pertaining to an investment in the Parent, including without limitation the SEC Reports and SEC Financial Statements and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Each Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Each Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by the Securities Purchaser, the Parent or their Representatives. Each Seller acknowledges and Exchange Commission under the Act. In agrees that Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in the consummation Parent or (ii) the profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement, the SEC Reports and the SEC Financial Statements in their entirety and has had such documents and filings and financial statements fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. follows: Such Buyer hereby acknowledges that an investment in the Shares Securities involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares Securities for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares Securities will not be transferable under any circumstances unless registered by the Company Buyer either registers the Securities in accordance with federal and state securities laws or sold in compliance finds and complies with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”))Buyer. Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares Securities bear a legend referring to such the foregoing transfer restrictions. The Shares Securities are being acquired solely for such Buyer’s 's own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the SharesSecurities, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares Securities and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “"accredited investor” " as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board Securities Act of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company1933.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such follows: such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), Statement relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such the foregoing transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses possess or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Initial Shares to the CompanyCompany and should not have rights to the transfer or issue of the New Shares as described under Section 2(b) herein.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and (iii) are subject to additional restrictions on transfer pursuant to the Lock-Up Agreement; (d) is aware that an investment in the Purchaser is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that the Purchaser is under no obligation hereunder to register the Exchange Shares under the Securities Act. No Seller has any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), each Seller is capable of evaluating the risks and merits of an investment in the Purchaser and of protecting its interests in connection with this investment. Each Seller has carefully read and understands all materials provided by or on behalf of the Purchaser or its Representatives to such Seller or such Seller’s Representatives pertaining to an investment in the Purchaser and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Each Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Each Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by the Securities Purchaser or its Representatives. Each Seller acknowledges and Exchange Commission under the Act. In agrees that Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in the consummation Purchaser or (ii) the profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Initial Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Initial Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Initial Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer Xxxxx will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case restrictions as described in the Registration Statement, and that any certificates evidencing the Initial Shares bear a legend referring to such transfer restrictions. The Initial Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Initial Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses possess or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Initial Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer Xxxxx does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Initial Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees Participant understands (1) that the Shares will interests evidenced by this Agreement have not be transferable under any circumstances unless been registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended the Colorado Securities Act or any other state securities laws (the “Act”)"Securities Acts") because PetroShare is issuing these interests in reliance upon the exemptions from the registrations requirements of the Securities Acts providing for issuance of Securities not involving a public offering, relating (2) that PetroShare has relied upon the fact that the interests are to a contemplated underwritten public offering be held by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictionseach for investment, and (b3) that exemption from registrations under the Securities Acts would not be available if the interests were acquired by Participant with a stock escrow agreement with respect view to such sharesdistribution. Accordingly, in each case as described in Participant hereby confirms to PetroShare that it is acquiring the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely interests for such Buyer’s its own account, for investment purposes only, and are not being purchased with a view to the resale or distribution thereof. Participant agrees not to transfer, sell or offer for the resale, distribution, subdivision sale any or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions portion of the Sharesinterests unless there is an effective registration or other qualification relating thereto under the Securities Act of 1933 and under any applicable state securities laws or unless the holder of interests delivers to the PetroShare an opinion of counsel, satisfactory to the PetroShare, that such registration or other qualification under such Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Participant understands that the business and financial condition PetroShare is under no obligation to register the interests or to assist them in complying with any exemption from registration under the Acts if either should at a later date, wish to dispose of the Company and (ii) obtain any additional information interest. Furthermore, Participant realizes that the Seller possesses or can acquire without unreasonable effort or expense that is necessary interests are unlikely to assist such Buyer in evaluating the advisability qualify for disposition under Rule 144 of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under unless they are not an "affiliate" of PetroShare and the Actinterest has been beneficially owned and fully pa id for by either for at least three years. In Prior to acquiring the event such Buyer does not join the Board of Directors interests, Participant has made an investigation of the Company upon PetroShare and its business and has had made available to it all information with respect thereto which it needed to make an informed decision to acquire the consummation interest. Participant considers itself to be an entity possessing experience and sophistication as an investor which are adequate for the evaluation of the Public Offering (whether merits and either at risks of its investment in the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyinterest.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees The Holder acknowledge that the Warrants and the Warrant Shares have not been and, except as otherwise provided herein, will not be transferable registered under any circumstances unless registered by the Company in accordance with federal and Act or qualified under applicable state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in that the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering transferability thereof is restricted by the Company (registration provisions of the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to Act as well as such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictionsstate laws. The Holder represents that it is acquiring this Warrant and will acquire the Warrant Shares are being acquired solely for such Buyer’s its own account, for investment purposes only, only and are not being purchased with a view to resale or other distribution thereof, nor with the intention of selling, transferring or otherwise disposing of all or any part of such securities for any particular event or circumstance, except selling, transferring or disposing of them upon full compliance with all applicable provisions of the resaleAct, distributionthe Exchange Act, subdivision or fractionalization thereof; the Rules and such Buyer has no present plans to enter into Regulations promulgated by the Commission thereunder, and any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalizationapplicable state securities laws. Such Buyer has been given the opportunity to The Holder further understands and agrees that (i) ask questions neither the Warrants nor the Warrant Shares may be sold or otherwise transferred unless they are subsequently registered under the Act and qualified under any applicable state securities laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and receive answers from qualification is available; (ii) any routine sales of the Seller and Company’s securities made in reliance upon Rule 144 promulgated by the Company concerning Commission under the Act, can be effected only pursuant to the terms and conditions of that Rule, including applicable holding periods and timely filing requirements with the SharesCommission for the Company; and (iii) except as otherwise set forth herein, and the business and financial condition of the Company and (ii) obtain any additional information that is under no obligation to register the Seller possesses Warrants or can acquire without unreasonable effort the Warrant Shares on its behalf or expense that is necessary to assist such Buyer it in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on complying with any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission exemption from registration under the Act. In The Holder agrees that each certificate representing any Warrant Shares for which the event such Buyer does Warrants may be exercised will bear on its face a legend in substantially the following form: These securities have not join been registered under the Board Securities Act of Directors 1933 or qualified under any state securities laws. They may not be sold, hypothecated or otherwise transferred in the absence of an effective registration statement under that Act or qualification under applicable state securities laws without an opinion counsel reasonably acceptable to the Company upon the consummation of the Public Offering (whether that such registration and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyqualification are not required.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such follows: such Buyer hereby acknowledges that an investment in the Shares and Warrants involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares or Warrants for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares and Warrants will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), Statement relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares or Warrants bear a legend referring to such the foregoing transfer restrictions. The Shares and Warrants are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and Warrants and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares and Warrants to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Commission Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and (iii) are subject to additional restrictions on transfer pursuant to such Seller’s Lock-Up Agreement (if applicable); (d) is aware that an investment in Pubco is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that unless otherwise agreed Pubco is under no obligation hereunder to register the Exchange Shares under the Securities Act. In Such Seller does not have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), such Seller is capable of evaluating the risks and merits of an investment in Pubco and of protecting its interests in connection with this investment. Such Seller has carefully read and understands all materials provided by or on behalf of Pubco, Purchaser or their respective Representatives to such Seller or such Seller’s Representatives pertaining to an investment in Pubco and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Such Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Such Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by Pubco, Purchaser or their respective Representatives. Such Seller acknowledges and agrees that, except as set forth in Article IV (including the related portions of the Purchaser Disclosure Schedules) and Article V, no representations or warranties have been made by Pubco, Merger Sub, Purchaser or any of their respective Representatives, and that such Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in Pubco or (ii) the consummation profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Such Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby Buyer: (i) acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by are "restricted securities" as that term is defined in Rule 144 of the Company in accordance with federal general rules and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), regulations under the Securities Act of 1933, as amended (the “"Securities Act”"); (ii) is acquiring the Shares for his own account; (iii) will not sell, relating transfer or otherwise dispose of the Shares except in compliance with the Securities Act; (iv) is an accredited investor, as such term is defined under the Securities Act and/or has sufficient knowledge or experience in financial, investment and business matters that he/it is capable of evaluating the merits and risks of his/its investment in the Shares being offered on the terms and conditions as set forth herein; in connection therewith, Buyer has consulted with such independent legal counsel and/or other advisers considered appropriate to a contemplated underwritten public offering by assist Buyer in evaluating his/its investment in the Company (Corporation; Buyer represents that he/it has adequate means of providing for his/its current financial needs and possible personal contingencies, and has no need for liquidity of his/its investment in the “Public Offering”)). Such Buyer further understands Corporation and agrees that Buyer will be required to execute and deliver can afford: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, to hold unregistered securities for an indefinite period of time and (b) sustain a stock escrow agreement with respect complete loss of the entire amount of his/its investment; and (v) has not made an overall commitment to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and investments which are not being purchased with a view readily marketable which is disproportionate so as to or for the resale, distribution, subdivision or fractionalization thereof; and cause such Buyer has no present plans overall commitment to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalizationbecome excessive. Such Buyer has been given afforded the opportunity to (i) ask questions of of, and receive answers from the Seller officers and directors of the Company Corporation on a confidential basis concerning the terms Corporation and conditions of the Shares, and the business and financial condition of the Company and (ii) to obtain any additional information information, to the extent that the Seller Corporation possesses such information or can acquire it without unreasonable effort or expense that is expense, necessary to assist such Buyer in evaluating verify the advisability accuracy of the purchase information furnished; and has availed himself/itself of such opportunity to the Shares extent he/it considers appropriate in order to permit him/it to evaluate the merits and risks of an investment in the Company. Such Corporation; and (vi) Buyer is acknowledges and understands that the Shares have not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by been registered under the Securities Act and Exchange Commission must be held indefinitely unless subsequently registered under the Act. In Securities Act or an exemption from such registration is available and that the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return Corporation is under no obligation whatsoever to register the Shares to for public resale under the CompanySecurities Act.

Investment Representations. Each Buyer The Subscriber is purchasing the Warrants for its or his own account without a view to any distribution thereof in violation of the Securities Act. The Subscriber represents and warrants, with respect to himself or herself only, that it (he) (i) is an “Accredited Investor” as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and term is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable defined under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), Rule 501 under the Securities Act of 1933, as amended Act; (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (aii) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else the Warrants, the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares” and together with the Warrants, the “Securities”), or any part thereof; (iii) has sufficient knowledge and experience in business matters to evaluate the merits and risks of the investment; (iv) has no need for such resale, distribution, subdivision liquidity of its or fractionalizationhis investment and (v) would be able to bear the economic risk of a complete loss of its or his proposed investment hereunder. Such Buyer has The Subscriber acknowledges that none of the Securities have been given the opportunity to (i) ask questions of and receive answers from the Seller and registered by the Company concerning under the terms Securities Act and conditions agrees that the Securities may only be transferred if registered under the Securities Act or pursuant to an exemption from such registration requirements. The Subscriber understands that Rule 144 promulgated under the Securities Act is not presently available with respect to the Securities. The Subscriber acknowledges, agrees and covenants that it (he) will not engage in hedging transactions with regard to the Securities, unless in compliance with the Securities Act. The Subscriber agrees that if any transfer of the SharesWarrants or any interest therein is proposed to be made, and as a condition precedent to such transfer, the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary Subscriber may be required to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as deliver to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board opinion of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares a counsel satisfactory to the Company.

Investment Representations. Each The Members are acquiring the shares of Buyer represents Common Stock for their own account with the present intention of holding such securities for purposes of investment, and warrantsit has no intention of distributing such shares of Buyer Common Stock, with respect or selling, transferring or otherwise disposing of such shares of Buyer Common Stock in a public distribution, in any of such instances, in violation of the federal securities laws of the United States of America. The Member understands that (a) the shares of Buyer Common Stock will be “restricted securities,” as defined in Rule 144 promulgated under the Securities Act; (b) such shares of Buyer Common Stock are not being issued as part of the Secondary Public Offering, will not be registered under the Securities Act, will be subject to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment restrictions on transfer and will be issued in reliance on exemptions for private offerings contained in Section 4(a)(2) of the Shares involves certain significant risks. Such Securities Act; (c) the Buyer has no need obligation to so register the shares of Buyer Common Stock for liquidity in its investment in resale; and (d) the Shares shares of Buyer Common Stock may not be distributed, re-offered or resold except through a valid and effective registration statement or pursuant to a valid exemption from the registration requirements under the Securities Act at such time as the shares of Buyer Common Stock become eligible for resale by the Member. The Member acknowledges that upon any future distribution by him of the shares of Buyer Common Stock to any other third party, as a condition precedent to such distribution, the receiving party(ies) will be required to execute agreements for the foreseeable future benefit of Buyer in a form and is able substance satisfactory to bear it acknowledging and consenting to the risk of that foregoing investment for an indefinite period. Such Buyer acknowledges representations and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such transfer. The certificates evidencing the shares of Buyer (as described in Common Stock shall contain the Company’s draft registration statement on Form S-1, as may be amended (the following legend: “Registration Statement”), The shares of common stock evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees shares may not be sold, transferred, pledged, hypothecated or otherwise disposed of unless they have been so registered or Bright Mountain Media, Inc. shall have received an opinion of counsel satisfactory to it to the effect that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing registration thereof for purposes of transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission required under the Act. In Act or the event such Buyer does not join the Board securities laws of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companystate.”

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby The Investor acknowledges that an investment in the Shares involves certain significant riskshave not been registered under the Securities Act or under any state or foreign securities laws. Such Buyer The Investor (i) acknowledges that it is acquiring the Shares pursuant to an exemption from registration under the Securities Act solely for investment with no present intention to distribute any of the Shares to any person in violation of applicable securities Laws, (ii) will not Dispose of any of the Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities Laws, (iii) has no need for liquidity such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Shares for the foreseeable future and is able to bear the risk of that making an informed investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer decision, (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (aiv) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” (as that term is defined in Regulation D promulgated by Rule 501 of the Securities Act), and Exchange Commission under (v) (A) has been furnished with or has had full access to all the Act. In information that it considers necessary or appropriate to make an informed investment decision with respect to the event such Buyer does not join the Board of Directors Shares, (B) has had an opportunity to discuss with management of the Company upon the consummation of the Public Offering (whether intended business and either at the election financial affairs of the Company and, in connection therewith, obtained information necessary to verify any information furnished to it or such Buyer for any reason), then to which it had access (it being agreed and understood that this Clause (v) does not affect the Buyer shall promptly return Company’s representations and warranties contained in Section 3) and (C) can bear the economic risk of (x) an investment in the Shares indefinitely and (y) a total loss in respect of such investment. The Investor has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the Companyrisks of and form an investment decision with respect to its investment in the Shares and to protect its own interest in connection with such investment. The Investor understands that there is no assurance that any exemption from registration under the Securities Act will be available to transfer the Shares and that, even if available, such exemption may not allow the Investor to transfer all or any portion of the Shares under the circumstances, in the amounts or at the times the Investor might propose. Neither the Investor nor any of its Affiliates is the owner of record or the beneficial owner of American Depositary Shares, Ordinary Shares or Ordinary Share Equivalents.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby The Holder acknowledges that an investment the Warrant and the Warrant Shares have not been and, except as otherwise provided herein or in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares Exchange Agreement, will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering or qualified under applicable state securities laws and that the transferability thereof is restricted by the Company (registration provisions of the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to Act as well as such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictionsstate laws. The Holder represents that it is acquiring this Warrant and will acquire the Warrant Shares are being acquired solely for such Buyer’s its own account, for investment purposes only, only and are not being purchased with a view to resale or other distribution thereof, nor with the intention of selling, transferring or otherwise disposing of all or any part of such securities for any particular event or circumstance, except selling, transferring or disposing of them upon full compliance with all applicable provisions of the resaleAct, distributionthe Securities Exchange Act of 1934, subdivision or fractionalization thereof; the Rules and such Buyer has no present plans to enter into Regulations promulgated by the Commission thereunder, and any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalizationapplicable state securities laws. Such Buyer has been given the opportunity to The Holder further understands and agrees that (i) ask questions neither the Warrant nor the Warrant Shares may be sold or otherwise transferred unless they are subsequently registered under the Act and qualified under any applicable state securities laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and receive answers from qualification is available; (ii) any routine sales of the Seller and Company's securities made in reliance upon Rule 144 promulgated by the Company concerning Commission under the Act, can be effected only under the terms and conditions of that Rule, including applicable holding periods and timely filing requirements with the SharesCommission for the Company; and (iii) except as otherwise set forth herein, and the business and financial condition of the Company and (ii) obtain any additional information that is under no obligation to register the Seller possesses Warrants or can acquire without unreasonable effort the Warrant Shares on its behalf or expense that is necessary to assist such Buyer it in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on complying with any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission exemption from registration under the Act. In The Holder agrees that each certificate representing any Warrant Shares for which the event such Buyer does Warrant may be exercised will bear on its face a legend in substantially the following form: These securities have not join been registered under the Board Securities Act of Directors 1933 or qualified under any state securities laws. They may not be sold, hypothecated or otherwise transferred in the absence of an effective registration statement under that Act or qualification under applicable state securities laws without an opinion counsel reasonably acceptable to the Company upon the consummation of the Public Offering (whether that such registration and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyqualification are not required.

Investment Representations. Each Buyer represents Holder severally (and warrantsnot jointly) hereby represents, acknowledges, covenants and agrees as follows: (i) the Shares are being acquired for such Holder's own account for investment purposes only and not with respect a view to himself any public resale, public distribution or herself onlypublic offering thereof within the meaning of the Securities Act or any state securities or "BLUE SKY" law; (ii) to the knowledge of such Holder, as set forth herein. Such Buyer hereby acknowledges the Shares have not been registered under the Securities Act or any state securities or "BLUE SKY" law; (iii) such Holder either is an "ACCREDITED INVESTOR" within the meaning of Rule 501 of Regulation D under the Securities Act, or alone or together with such Holder's purchaser representative, has such knowledge and experience in financial and business matters that an such Holder is capable of evaluating the relative merits and risks of the prospective investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk economic consequences thereof; (iv) such Holder will not offer for sale, sell or otherwise transfer any of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under (or any circumstances unless registered by the Company in accordance with federal and state securities laws interest therein) except pursuant to a registration statement as contemplated hereby or sold in compliance with pursuant to an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in from the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under requirements of the Securities Act and any applicable state securities or "BLUE SKY" laws and, in the case of 1933an offer to sell, as amended (the “Act”)sale or other transfer pursuant to such an exemption, relating to a contemplated underwritten public offering by the Company has received (or waived the “Public Offering”)). Such Buyer further understands requirement therefor) a written opinion of U.S. counsel in form and agrees substance satisfactory to it to the effect that Buyer such disposition is exempt from such registration requirements, provided that such Holder, prior to effecting any transfer of Shares pursuant to such an exemption, will be required cause the intended transferee of the Shares to agree to take and hold such Shares subject to the terms and conditions of this Agreement (and, in that regard, to execute and deliver (a) a letter agreement including, among other provisions, to the foregoing transfer restrictionsCompany such agreements and instruments as the Company reasonably may request to evidence the same), and further acknowledges that the certificates evidencing such Shares are required to have endorsed thereon a legend to the effect set forth in Section 3 hereof; (bv) a stock escrow agreement with respect in making such Holder's decision to such shares, in each case as described invest in the Registration StatementRegistrable Securities, such Holder has relied upon independent investigations made by such Holder and, to the extent believed by him or it to be appropriate, has relied on investigations made by such Holder's representatives, including such Holder's own legal, accounting, investment, financial, tax and that any certificates evidencing other professional advisors; (vi) such Holder has been furnished and has been afforded an opportunity to review the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, Company's 1999 and are not being purchased with a view to or for 1998 audited financial statements (the resale, distribution, subdivision or fractionalization thereof"FINANCIAL STATEMENTS"); and (vii) such Buyer has no present plans to enter into any contractHolder and such Holder's purchaser representatives, undertakingas applicable, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has have been given the opportunity to (i) examine all documents, including the Financial Statements, and to ask questions of of, and to receive answers from the Seller and from, the Company and its representatives concerning the terms and conditions of the Shares, Formation and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an Holder's investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the CompanyShares.

Investment Representations. Each Buyer represents Purchaser understands that the Securities are being offered and warrants, with respect sold pursuant to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment exemption from registration contained in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment Securities Act of 1933 predicated upon Purchaser's representations contained in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees Agreement, including, without limitation, that the Shares will not be transferable under any circumstances unless registered by Purchaser is an "accredited investor" within the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), meaning of Regulation D under the Securities Act of 1933, as amended (the “"Securities Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)"). Such Buyer further understands and agrees The Purchaser confirms that Buyer will be required it has received or has had full access to execute and deliver (a) a letter agreement including, among other provisions, all the foregoing transfer restrictions, and (b) a stock escrow agreement information it considers necessary or appropriate to make an informed investment decision with respect to such sharesthe Note and the Warrant to be purchased by it under this Agreement and the Note Shares and the Warrant Shares acquired by it upon the conversion of the Note and the exercise of the Warrant, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictionsrespectively. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer Purchaser further confirms that it has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the had an opportunity to (i) ask questions of and receive answers (including such “due diligence” as Purchaser deemed necessary) from the Seller Company regarding the Company's and the Company concerning its Subsidiaries’ business, management and financial affairs and the terms and conditions of the SharesOffering, the Note, the Warrant and the business Securities and financial condition of to obtain additional information (to the extent the Company and (ii) obtain any additional possessed such information that the Seller possesses or can could acquire it without unreasonable effort or expense that is expense) necessary to assist such Buyer in evaluating verify any information furnished to the advisability of Purchaser or to which the purchase of the Shares Purchaser had access. Purchaser has received and an investment in reviewed the Company. Such Buyer is not relying on any oral representation made by any person ’s Form 10-KSB for the year ended December 31, 2003, as to the well as other Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by filings with the Securities and Exchange Commission under the ActCommission. In the event such Buyer does Purchaser is not join the Board a member of, or an associate or affiliate of Directors a member of the Company upon National Association of Securities Dealers; and has not, for a period of 12 months prior to the consummation date of this Subscription Agreement, been affiliated or associated with any broker/dealer, company, firm, organization, or other entity which is a member of the Public Offering (whether and either at the election National Association of the Company or such Buyer for any reason)Securities Dealers, then the Buyer shall promptly return the Shares to the Company.Inc.

Investment Representations. Each Buyer The Holder acknowledge that this Warrant and the Warrant Shares have not been and, except as otherwise provided herein, will not be registered under the Act or qualified under applicable state securities laws and that the transferability thereof is restricted by the registration provisions of the Act as well as such state laws. The Holder represents that the Holder is acquiring this Warrant and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in will acquire the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Warrant Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such BuyerHolder’s own account, for investment purposes only, only and are not being purchased with a view to resale or other distribution thereof, nor with the intention of selling, transferring or otherwise disposing of all or any part of such securities for any particular event or circumstance, except selling, transferring or disposing of them upon full compliance with all applicable provisions of the resaleAct, distributionthe Securities Exchange Act of 1934, subdivision or fractionalization thereof; the Rules and such Buyer has no present plans to enter into Regulations promulgated by the Commission thereunder, and any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalizationapplicable state securities laws. Such Buyer has been given the opportunity to The Holder further understands and agrees that (i) ask questions neither this Warrant nor the Warrant Shares may be sold or otherwise transferred unless they are subsequently registered under the Act and qualified under any applicable state securities laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and receive answers from qualification is available; (ii) any routine sales of the Seller and Company's securities made in reliance upon Rule 144 promulgated by the Company concerning Commission under the Act, can be effected only pursuant to the terms and conditions of that Rule, including applicable holding periods and timely filing requirements with the SharesCommission for the Company; and (iii) except as otherwise set forth herein, and the business and financial condition of the Company and (ii) obtain any additional information that is under no obligation to register this Warrant or the Seller possesses Warrant Shares on the Holder’s behalf or can acquire without unreasonable effort or expense that is necessary to assist such Buyer the Holder in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on complying with any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission exemption from registration under the Act. In The Holder agrees that each certificate representing any Warrant Shares for which this Warrant may be exercised will bear on its face a legend in substantially the event such Buyer does following form: These securities have not join been registered under the Board Securities Act of Directors 1933 or qualified under any state securities laws. They may not be sold, hypothecated or otherwise transferred in the absence of an effective registration statement under that Act and qualification under applicable state securities laws without an opinion counsel reasonably acceptable to the Company upon the consummation of the Public Offering (whether that such registration and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyqualification are not required.

Investment Representations. Each Buyer Assignee represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer Assignee hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer Assignee has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer Assignee acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer Assignee (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer Assignee further understands and agrees that Buyer Assignee will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such BuyerAssignee’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer Assignee has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer Assignee has been given the opportunity to (i) ask questions of and receive answers from the Seller Assignor and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller Assignor possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer Assignee in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer Assignee is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer Assignee is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the The Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Stockholder: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by under the Securities Act; (b) has been advised and Exchange Commission understands that the Merger Consideration Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Merger Consideration Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and (iii) are subject to additional restrictions on transfer pursuant to the Lock-Up Agreement; (c) is aware that an investment in Purchaser is a speculative investment and is subject to the risk of complete loss; and (d) acknowledges that except as set forth in the Registration Rights Agreement, the Purchaser is under no obligation hereunder to register the Merger Consideration Shares under the Securities Act. In the event such Buyer The Company Stockholder does not join have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Board Merger Consideration Shares. By reason of Directors The Company Stockholder’s business or financial experience, or by reason of the business or financial experience of the Company upon Stockholder’s “purchaser representatives” (as that term is defined in Rule 501(h) under the consummation Securities Act), the Company Stockholder is capable of evaluating the risks and merits of an investment in the Purchaser and of protecting its interests in connection with this investment. The Company Stockholder has carefully read and understands all materials provided by or on behalf of the Public Offering (whether Purchaser, or its Representatives to the Company Stockholder or the Company Stockholder’s Representatives pertaining to an investment in the Purchaser and either at has consulted, as the election Company Stockholder has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for the Company Stockholder. The Company Stockholder acknowledges that the Merger Consideration Shares are subject to dilution for events not under the control of the Company Stockholder. The Company Stockholder has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for the Company Stockholder and its particular circumstances, and, except as set forth herein, has not relied upon any representations or such Buyer for any reasonadvice by the Purchaser, Purchaser or their respective Representatives. The Company Stockholder acknowledges and agrees that, except as set forth in Article III (including the related portions of the Purchaser Disclosure Schedules), then no representations or warranties have been made by the Buyer shall promptly return Purchaser, Merger Sub, or any of their respective Representatives, and that the Company Stockholder has not been guaranteed or represented to by any Person, (i) any specific amount or the event of the distribution of any cash, property or other interest in the Purchaser (other than, for the avoidance of doubt, the Merger Consideration the Company Stockholder is entitled to pursuant to this Agreement) or (ii) the profitability or value of the Merger Consideration Shares in any manner whatsoever. The Company Stockholder: (A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and has declined to do so); (B) has had the Companyfull right and opportunity to consult with the Company Stockholder’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the The Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver : (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by under the Securities Act; (b) is acquiring the Purchased Shares for itself for investment purposes only, and Exchange Commission not with a view towards any resale or distribution of such Purchased Shares; (c) has been advised and understands that the Purchased Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been registered under the ActSecurities Act or any applicable state securities Laws and, therefore, and cannot be resold unless they are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available, and (iii) will bear an appropriate restrictive legend reflecting that they cannot be resold unless they are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available; and (d) is aware that an investment in Enservco is a speculative investment and is subject to the risk of complete loss. In the event such Buyer The Company does not join have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Board of Directors Purchased Shares. By reason of the Company upon the consummation Company’s business or financial experience, or by reason of the Public Offering business or financial experience of the Company’s “purchaser representatives” (whether as that term is defined in Rule 501(h) under the Securities Act), the Company is capable of evaluating the risks and either at the election merits of an investment in Enservco and of protecting its interests in connection with this investment. The Company has carefully read and understands all materials provided by or on behalf of Enservco or its Representatives to the Company or such Buyer for any reason)its Representative pertaining to an investment in Enservco, then including without limitation the Buyer shall promptly return Enservco SEC Reports and Enservco Financials (as defined below) and has consulted, as the Shares Company has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for the Company. The Company acknowledges that the Purchased Shares are subject to dilution for events not under the control of Enservco. The Company has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for the Company and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by Enservco or its Representatives. The Company acknowledges and agrees that the Company has not been guaranteed or represented to by any Person, (i) any specific amount or the event of the distribution of any cash, property or other interest in Enservco or (ii) the profitability or value of the Purchased Shares in any manner whatsoever. The Company: (A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and has declined to do so); (B) has had the full right and opportunity to consult with the Company’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement, the Enservco SEC Reports and the Enservco Financials in their entirety and has had such documents and filings and financial statements fully explained to it by such counsel; (D) is fully aware of the contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence.

Investment Representations. Each Buyer Such Seller hereby represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges warrants that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver it: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by of the Securities Act; (b) has substantial experience in evaluating and Exchange Commission investing in securities of companies similar to Buyer so that it is capable of evaluating the merits and risks of its investment in Buyer and has the capacity to protect its own interests; (c) understands that the acquisition of its portion of the Stock Consideration hereunder is a speculative investment which involves a high degree of risk of loss of its investment therein, is able to bear the economic risk of its investment in its portion of the Stock Consideration for an indefinite period of time, including the risk of a complete loss of such investment in such securities and acknowledges that its portion of the Stock Consideration has not been registered under the Act. In Securities Act and, therefore cannot be sold unless subsequently registered under the event Securities Act or an exemption from such Buyer does not join the Board of Directors registration is available; (d) is acquiring its portion of the Company upon Stock Consideration for investment for its own account, not as a nominee or agent, and not with the consummation view to, or for resale in connection with, any distribution thereof in violation of, or that could cause Buyer to be in violation of, applicable Law, understands that its portion of the Public Offering (whether Stock Consideration has not been, and either at will not be, registered under the election Securities Act and is being offered hereby by reason of an exemption from the registration requirement of the Company or Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of its representations as expressed herein; and (e) has had the opportunity to obtain all information requested by it and has had the opportunity to meet with representatives of Buyer and to have them answer any questions and provide such Buyer for any reason)additional information regarding the terms and conditions of the transactions contemplated hereby and the business and prospects of Buyer, then the Buyer shall promptly return the Shares all of which questions have been answered and all of which requested information has been provided to the Companyits full satisfaction.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such The Buyer (as described a) is acquiring the Securities for its own account for investment, and not with a view to resale or distribution, in the Company’s draft registration statement on Form S-1whole or in part, as may be amended (the “Registration Statement”), under in violation of the Securities Act of 1933, as amended (the “"Act”"); (b) is not acquiring the Securities pursuant to any pre-existing agreement, relating plan or intention to a contemplated underwritten public offering by purchase the Company Securities and neither the Buyer nor its Affiliates nor any Person acting on its or their behalf entered into any option, short position, equity swap or other similar instrument or position with respect to any of the Securities; (the “Public Offering”)). Such Buyer further understands c) acknowledges and agrees that Buyer will the Securities have not been registered under the Act and may be required resold only (i) pursuant to execute an effective Registration Statement under the Act and deliver any applicable state securities laws (a"State Acts"), (ii) a letter agreement includingpursuant to an exemption from registration under the Act and any applicable State Acts or (iii) in accordance with Rule 903 or/and 904 of Regulation S under the Act; (d) understands that the Securities are being transferred to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Sellers are relying upon the truth and accuracy of, among other provisionsand the Buyer's compliance with, the foregoing transfer restrictionsrepresentations, warranties, agreements, acknowledgments, and understandings set forth in this Section 3.4 in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities; (be) a stock escrow agreement with respect to such shareswill not make any sale, transfer or other disposition of the Securities in each case violation of the Act, the Securities Exchange Act of 1934, as described in amended (the Registration Statement"Exchange Act"), any State Acts, or the rules and regulations of the SEC or any state securities commission, promulgated under any of the foregoing, and that its purchase of the Securities does not violate the Act, the Exchange Act, any certificates evidencing State Acts, or the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes onlyrules and regulations of the SEC or any state securities commission promulgated thereunder, and are not being purchased that all offers or sales of the Securities will be made in compliance with a view the foregoing or in accordance with the provisions of Rules 903 or/and 904 of Regulation S; (f) has relied solely upon an independent investigation of the Company, its business, assets, liabilities and condition made by it and its representatives and has, prior to or for the resaledate hereof, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given access to and the opportunity to (i) ask questions of examine all books and receive answers from the Seller and the Company concerning the terms and conditions records of the SharesCompany, and the business all material contracts and financial condition documents of the Company and Company; (iig) obtain any additional information that in making its investment decision to purchase the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer Securities, is not relying on any oral or written representations, warranties or assurances from the Sellers (other than as expressly set forth herein) or any other Person or any representation made by any person as to the Company; (h) has such experience in business and financial matters that it is capable of evaluating the risk of its investment in the Company or and determining the suitability of its operations, financial condition or prospects. Such Buyer investment; (i) is an “accredited investor” investor as defined in Rule 501 of Regulation D promulgated by under the Act; and (j) understands and acknowledges that an investment in the Securities involves a high degree of risk. The Buyer further acknowledges (A) that there are limitations on the liquidity of the Securities and Exchange Commission under there is no public market for the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering Preferred Stock; and (whether and either at the election of the Company or such Buyer for any reason), then B) that the Buyer shall promptly return is able to bear the Shares to economic risk of an investment in the CompanySecurities, including a possible total loss of such investment.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available; (d) is aware that an investment in the Purchaser is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that the Purchaser is under no obligation hereunder to register the Exchange Shares under the Securities Act. No Seller has any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), each Seller is capable of evaluating the risks and merits of an investment in the Purchaser and of protecting its interests in connection with this investment. Each Seller has carefully read and understands all materials provided by or on behalf of the Purchaser or its Representatives to such Seller or such Seller’s Representatives pertaining to an investment in the Purchaser and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Each Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Each Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by the Securities Purchaser or its Representatives. Each Seller acknowledges and Exchange Commission under the Act. In agrees that Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in the consummation Purchaser or (ii) the profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents The Purchaser: (a) acknowledges that the purchase of the Pubco Shares pursuant to this Agreement is a private transaction between the Seller and warrants, with respect to himself or herself the Purchaser; (b) is acquiring its portion of the Pubco Shares for itself for investment purposes only, as set forth hereinand not with a view towards any resale or distribution of such Pubco Shares to third parties (excluding the contemplated sale of the Pubco Shares by the Purchaser to Acme Innovation Limited, an entity that is indirectly controlled by Mx. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer Xxxx; (c) has no need for liquidity in its investment in the Shares for the foreseeable future been advised and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees understands that the Pubco Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or (i) are being sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in reliance upon one or more exemptions from the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under requirements of the Securities Act of 1933, as amended (the “Securities Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among any other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company applicable securities Laws and (ii) obtain have not been and shall not be registered under the Securities Act or any additional information applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Pubco Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available; (d) is aware that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer Pubco is not relying on any oral representation made by any person as a speculative investment and is subject to the Company risk of complete loss; and (e) acknowledges that Pubco is under no obligation hereunder to register the Pubco Shares under the Securities Act. Except for the sale of the Pubco Shares by the Purchaser to Acme Innovation Limited, the Purchaser has no Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Pubco Shares. By reason of Purchaser’s business or financial experience, or by reason of the business or financial experience of Purchaser’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), Purchaser is capable of evaluating the risks and merits of an investment in Pubco and of protecting its interests in connection with this investment. Purchaser has carefully read and understands all materials provided by or on behalf of Pubco or its operationsrepresentatives to Purchaser or Purchaser’s representatives, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by made available on the Securities and Exchange Commission Commission’s web site through EXXXX, pertaining to an investment in Pubco and has consulted, as Purchaser has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for Purchaser. Purchaser acknowledges that the Pubco Shares are subject to dilution for events not under the Actcontrol of Purchaser. In Purchaser has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for Purchaser and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by the Seller, Pubco or their representatives. Purchaser acknowledges and agrees that, except as set forth in Article IV, no representations or warranties have been made by the Seller, any Warrantor or any of their representatives, and that Purchaser has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in Pubco or (ii) the consummation profitability or value of the Public Offering Pubco Shares in any manner whatsoever. Purchaser: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with Purchaser’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees The Holder acknowledge that the Warrants and the Warrant Shares have not been and, except as otherwise provided herein, will not be transferable registered under any circumstances unless registered by the Company in accordance with federal and Act or qualified under applicable state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in that the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering transferability thereof is restricted by the Company (registration provisions of the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to Act as well as such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictionsstate laws. The Holder represents that it is acquiring this Warrant and will acquire the Warrant Shares are being acquired solely for such Buyer’s its own account, for investment purposes only, only and are not being purchased with a view to resale or other distribution thereof, nor with the intention of selling, transferring or otherwise disposing of all or any part of such securities for any particular event or circumstance, except selling, transferring or disposing of them upon full compliance with all applicable provisions of the resaleAct, distributionthe Exchange Act, subdivision or fractionalization thereof; the Rules and such Buyer has no present plans to enter into Regulations promulgated by the Commission thereunder, and any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalizationapplicable state securities laws. Such Buyer has been given the opportunity to The Holder further understands and agrees that (i) ask questions neither the Warrants nor the Warrant Shares may be sold or otherwise transferred unless they are subsequently registered under the Act and qualified under any applicable state securities laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and receive answers from qualification is available; (ii) any routine sales of the Seller and Company’s securities made in reliance upon Rule 144 promulgated by the Company concerning Commission under the Act, can be effected only pursuant to the terms and conditions of that Rule, including applicable holding periods and timely filing requirements with the SharesCommission for the Company; and (iii) except as otherwise set forth herein, and the business and financial condition of the Company and (ii) obtain any additional information that is under no obligation to register the Seller possesses Warrants or can acquire without unreasonable effort the Warrant Shares on its behalf or expense that is necessary to assist such Buyer it in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on complying with any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission exemption from registration under the Act. In The Holder agrees that each certificate representing any Warrant Shares for which the event such Buyer does Warrants may be exercised will bear on its face a legend in substantially the following form: These securities have not join been registered under the Board Securities Act of Directors 1933 or qualified under any state securities laws. They may not be sold, hypothecated or otherwise transferred in the absence of an effective registration statement under that Act or qualification under applicable state securities laws without an opinion counsel reasonably acceptable to the Company upon the consummation of the Public Offering (whether that such registration and either at the election of the Company or such Buyer for any reason)qualification are not required. Appendix B-8 Common Stock Purchase Warrant Issued by Mateon Therapeutics, then the Buyer shall promptly return the Shares to the Company.Inc.

Investment Representations. Each Buyer Additional Member hereby represents and warrants, with respect warrants to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company that: (a) the limited liability company interest of the Additional Member is being acquired for investment purposes only for its own account and not with a view to or in accordance connection with federal and state securities laws any distribution, re-offer, resale, or sold other disposition not in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Act”)"SECURITIES ACT") and applicable state securities laws; (b) the Additional Member possesses such expertise, relating knowledge, and sophistication in financial and business matters generally, and in the type of transactions in which the Company proposes to engage in particular, that it is capable of evaluating the merits and economic risks of acquiring and holding its limited liability company interest, and it is able to bear all such economic risks now and in the future; (c) the Additional Member has had access to all of the information with respect to its limited liability company interest that it deems necessary to make a contemplated underwritten public offering complete evaluation thereof and has had the opportunity to question the Company concerning such limited liability company interest; (d) the Additional Member's decision to acquire its limited liability company interest for investment has been based solely upon the evaluation made by it; (e) the Additional Member is aware that it must bear the economic risk of its investment in the Company for an indefinite period of time because limited liability company interests in the Company (i) have not been registered under the “Public Offering”)). Such Buyer further understands Securities Act or under the securities laws of various states, and, therefore, cannot be sold unless the limited liability company interests are subsequently registered under the Securities Act and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, any applicable state securities laws or an exemption from registration is available and (bii) a stock escrow agreement are subject to this Agreement, which prohibits the transfer of such interests without the consent of the Managing Member and prohibits the withdrawal of Additional Members; (f) the Additional Member is aware that the Additional Member's tax liability with respect to such shares, in each case as described Additional Member's interest in the Registration Statement, Company may exceed any distributions made to such Additional Member and that the Company is under no obligation to make any certificates evidencing the Shares bear a legend referring such distributions to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view Additional Member to or for the resale, distribution, subdivision or fractionalization thereofpay any related taxes; and (g) the Additional Member has not relied upon the Managing Member, or its members, board members or officers or any other Additional Member or agent or counsel thereof for any tax or securities law advice with respect to such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment Additional Member's interest in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges Contributor recognizes that an investment in the purchase of the Shares involves certain significant risksa high degree of risk. Such Buyer has no need for liquidity Contributor is an “accredited investor” as such term is defined in its investment in the Shares for the foreseeable future and is able to bear the risk Rule 501 of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing Contributor is acquiring the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to toward, or for sale in connection with, any distribution thereof, or with any present intention of distributing or selling the resale, distribution, subdivision or fractionalization thereof; and such Buyer Shares. BKP has no present plans disclosed to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to Contributor that (i) ask questions of and receive answers from the Seller and Shares have not been registered under the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and Securities Act; (ii) obtain any additional information that the Seller possesses this sale has not been registered with, or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operationsreviewed by, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission because it is intended to be exempted from such registration, which exemption depends, in part, upon Contributor’s investment intentions; and (iii) the Shares may not be sold or transferred by Contributor unless such sale or transfer is registered under applicable federal and state securities laws and regulations or is exempt from such registration. Contributor acknowledges and agrees that (i) BKP and the Act. In Corporation possess and may hereafter come into possession of certain non-public information concerning the event such Buyer does Shares which is not join known to Contributor and which may be material to a decision to acquire the Board Shares (the “Excluded Information”), (ii) Contributor has requested not to receive the Excluded Information and has determined to acquire the Shares notwithstanding its lack of Directors knowledge of the Company upon Excluded Information and (iii) BKP and the consummation Corporation shall have no liability to Contributor (and Contributor hereby waives and releases any claims which it may have against BKP, the Corporation or any other Person, whether pursuant to applicable securities laws or otherwise) with respect to the non-disclosure of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the CompanyExcluded Information.

Investment Representations. Each Buyer Additional Member hereby represents and warrants, with respect warrants to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company that: (a) the limited liability company interest of the Additional Member is being acquired for investment purposes only for its own account and not with a view to or in accordance connection with federal and state securities laws any distribution, re-offer, resale, or sold other disposition not in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “"Securities Act”)") and applicable state securities laws; (b) the Additional Member possesses such expertise, relating knowledge, and sophistication in financial and business matters generally, and in the type of transactions in which the Company proposes to engage in particular, that it is capable of evaluating the merits and economic risks of acquiring and holding its limited liability company interest, and it is able to bear all such economic risks now and in the future; (c) the Additional Member has had access to all of the information with respect to its limited liability company interest that it deems necessary to make a contemplated underwritten public offering complete evaluation thereof and has had the opportunity to question the Company concerning such limited liability company interest; (d) the Additional Member's decision to acquire its limited liability company interest for investment has been based solely upon the evaluation made by it; (e) the Additional Member is aware that it must bear the economic risk of its investment in the Company for an indefinite period of time because limited liability company interests in the Company (i) have not been registered under the “Public Offering”)). Such Buyer further understands Securities Act or under the securities laws of various states, and, therefore, cannot be sold unless the limited liability company interests are subsequently registered under the Securities Act and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, any applicable state securities laws or an exemption from registration is available and (bii) a stock escrow agreement are subject to this Agreement, which prohibits the transfer of such interests without the consent of the Managing Member and prohibits the withdrawal of Additional Members; (f) the Additional Member is aware that the Additional Member's tax liability with respect to such shares, in each case as described Additional Member's interest in the Registration Statement, Company may exceed any distributions made to such Additional Member and that the Company is under no obligation to make any certificates evidencing the Shares bear a legend referring such distributions to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view Additional Member to or for the resale, distribution, subdivision or fractionalization thereofpay any related taxes; and (g) the Additional Member has not relied upon the Managing Member, or its members, board members or officers or any other Additional Member or agent or counsel thereof for any tax or securities law advice with respect to such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment Additional Member's interest in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such follows: such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), Statement relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such the foregoing transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer Seller hereby represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission SEC under the Securities Act and (b) Seller is sophisticated, is able to fend for itself, can bear the economic risk of its investment in the Consideration Shares and has the capacity to protect its own interests in connection with the purchase of the Consideration Shares by virtue of the business or financial expertise of itself or of professional advisors to such Seller who are unaffiliated with and who are not compensated by Purchaser or any of its Affiliates, directly or indirectly. Seller is acquiring the Consideration Shares for Seller’s own account for investment only, and not with a view to, or for sale in connection with, any distribution of the Consideration Shares in violation of the Securities Act, or any rule or regulation under the Securities Act. In Xxxxxx is aware of MSTL’s business affairs and financial condition and has acquired sufficient information about to permit Seller to evaluate the event such Buyer does merits and risks of Seller’s investment in MSTL and to reach an informed and knowledgeable decision to acquire the Consideration Shares. Seller understands and agrees (x) the Consideration Shares have not join been registered under the Board of Directors of Securities Act or under any state securities Laws and Seller understands the Company Consideration Shares constitute “restricted securities” under the Securities Act, (y) subject to limited exceptions, the Consideration Shares may be not resold without registration under the Securities Act, or unless an exemption from registration is available, and (z) the Consideration Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the consummation representations and warranties of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the CompanySeller contained herein.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver The Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (b) is acquiring her portion of the Exchange Shares for herself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws and (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available; (d) is aware that an investment in the Purchaser is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that the Purchaser is under no obligation hereunder to register the Exchange Shares under the Securities Act. The Seller does not have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of the Seller’s business or financial experience, or by reason of the business or financial experience of the Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), the Seller is capable of evaluating the risks and merits of an investment in the Purchaser and of protecting her interests in connection with this investment. The Seller has carefully read and understands all materials provided by or on behalf of the Purchaser or its Representatives to the Seller or the Seller’s Representatives pertaining to an investment in the Purchaser and has consulted, as the Seller has deemed advisable, with her own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for the Seller. The Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of the Seller. The Seller has completed her independent inquiry and has relied fully upon the advice of her own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for the Seller and her particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by the Securities Purchaser or its Representatives. The Seller acknowledges and Exchange Commission under the Act. In agrees that she has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in the consummation Purchaser or (ii) the profitability or value of the Public Offering Exchange Shares in any manner whatsoever. The Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with the her attorneys and other advisors and has availed herself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to her by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents The Preferred Stock is being acquired by each of the Seller Parties for investment purposes and warrantsnot with a view to the sale or distribution of all or any part of the Preferred Stock, nor with respect any present intention to himself sell or herself onlyin any way distribute the same, as set forth herein. Such Buyer hereby acknowledges that an investment those terms are used in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating and the rules and regulations promulgated thereunder. Each of the Seller Parties has sufficient knowledge and experience in financial matters so as to a contemplated underwritten public offering by be capable of evaluating the Company (merits and risks of purchasing the “Public Offering”))Preferred Stock. Such Buyer further understands Each of the Seller Parties has reviewed copies of such documents and agrees that Buyer will be required other information as such Seller Party has deemed necessary in order to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement make an informed investment decision with respect to such sharesits acquisition of the Preferred Stock. Each of the Seller Parties understands that the Preferred Stock may not be sold, in each case as described in transferred or otherwise disposed of without registration under the Registration StatementSecurities Act or the availability of an exemption therefrom, and that in the absence of an effective registration statement covering the Preferred Stock or an available exemption from registration under the Securities Act, the Preferred Stock must be held indefinitely. Further, each of the Seller Parties understands and has the financial capability of assuming the economic risk of an investment in the Preferred Stock for an indefinite period of time. Each of the Seller Parties has been advised by the Buyer that the Seller Parties will not be able to dispose of the Preferred Stock, or any certificates evidencing interest therein, without first complying with the Shares bear a legend referring relevant provisions of the Securities Act and any applicable state securities laws. Each of the Seller Parties understands that the provisions of Rule 144 promulgated under the Securities Act, permitting the routine sales of the securities of certain issuers subject to such transfer restrictions. The Shares the terms and conditions thereof, are being acquired solely for such Buyer’s own account, for investment purposes onlynot currently, and are may not being purchased hereafter be, available with a view respect to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalizationPreferred Stock. Such Buyer has been given the opportunity to (i) ask questions Each of and receive answers from the Seller and Parties acknowledges that the Company concerning Buyer is under no obligation to register the Preferred Stock except as otherwise expressly set forth in this Agreement or to furnish any information or take any other action to assist the undersigned in complying with the terms and conditions of any exemption which might be available under the Shares, and the business and financial condition Securities Act or any state securities laws with respect to sales of the Company and (ii) obtain any additional information that Preferred Stock in the future. Each of the Seller possesses or can acquire without unreasonable effort or expense that Parties is necessary to assist such Buyer an “Accredited Investor” as defined in evaluating the advisability rule 501(a) of Regulation D of the purchase of the Shares and an investment Securities Act (or if resident in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operationsCanada, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the ActNational Instrument 45-106 - Prospectus Exemptions). In the event such Buyer does not join the Board of Directors Each of the Company upon and the consummation Seller Parties, jointly and severally, represents and warrants to the Buyer that each statement contained in this Article IV is true and correct as of the Public Offering (whether date hereof and either at the election shall be true, correct and complete as of the date of this Agreement and shall be updated to be true, correct and complete as of the date of the Closing, except as set forth in the Company Disclosure Schedule. Any representation or such Buyer for any reason)warranty concerning the Company shall be deemed to be a representation concerning the Company and its Subsidiaries, then if any, as a whole unless the Buyer context specifically requires otherwise. The Company Disclosure Schedule shall promptly return the Shares be arranged in sections corresponding to the CompanySections of this Article IV.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself itself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Founder Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Founder Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Founder Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such the Buyer (as described in the Company’s draft registration statement final prospectus filed on Form S-1April 25, as may be amended 2022, with the U.S. Securities & Exchange Commission (the “Registration StatementFinal Prospectus”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer Xxxxx further understands and agrees that Buyer Xxxxx will continue to be required to execute and deliver (a) a bound by the letter agreement includingentered between the Company, the Buyer, and other parties dated April 25, 2022, setting forth, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Founder Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller Sellers and the Company concerning the terms and conditions of the Founder Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses Sellers possess or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Founder Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and U.S. 7Securities & Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each The Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such The Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such The Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such The Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such the Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such The Buyer further understands and agrees that the Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such the Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such the Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such The Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such the Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such The Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such The Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such the Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such the Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and (iii) are subject to additional restrictions on transfer pursuant to the Lock-Up Agreement; (d) is aware that an investment in the Parent is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that the Parent is under no obligation hereunder to register the Exchange Shares under the Securities Act. No Seller has any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of Seller’s business or financial experience, or by reason of the business or financial experience of Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), Seller is capable of evaluating the risks and merits of an investment in the Parent and of protecting its interests in connection with this investment. Seller has carefully read and understands all materials provided by or on behalf of the Parent or its Representatives to Seller or Seller’s Representatives pertaining to an investment in the Parent and has consulted, as Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for Seller. Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of Seller. Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by the Securities Purchaser, the Parent or their Representatives. Seller acknowledges and Exchange Commission under the Act. In agrees that Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in the consummation Parent or (ii) the profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need Solely for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees establishing that the Shares will sale or issuance of the Preferred Stock, Warrants, Notes and Reserved Common Stock (if any), to the Investor is exempt from the registration requirements of Section 5 of the Securities Act and comparable provisions of state blue-sky laws and not be transferable under in any circumstances unless registered by way to mitigate the responsibility or Liability of the Company for any breach of the representations and warranties made by it in accordance this Agreement, on which the Investor is relying in full in connection with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described its decision to invest in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver : (a) a letter agreement including, among other provisions, The Investor is acquiring the foregoing transfer restrictions, and (b) a stock escrow agreement with respect Securities to such sharesbe purchased hereunder and, in each case as described in the Registration Statementevent that the Investor should acquire any Reserved Common Stock, and that any certificates evidencing the Shares bear a legend referring to will be acquiring such transfer restrictions. The Shares are being acquired solely Reserved Common Stock, for such Buyer’s its own account, for investment purposes only, and are not being purchased with a view to the distribution thereof in violation of the Securities Act or applicable state securities laws, without prejudice, however, to Investor's rights at all times to sell or otherwise dispose of all or any part of such Securities under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act; provided, however, that, if requested by the Company, the Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition does not require registration under Section 5 of the Securities Act. (b) The Investor understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Investor) promulgated under the Securities Act depends on the 16 21 satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales of Securities acquired hereunder only in limited amounts. (c) Except as set forth on Schedule 3.17, the resaleInvestor has not employed any broker or finder in connection with the transactions contemplated by this Agreement. (d) The Investor is an "accredited investor" (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act). The Company has made available to the Investor or its representatives all agreement, distributiondocuments, subdivision or fractionalization thereof; records and such Buyer books that the Investor has no present plans requested relating to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalizationan investment in the Securities which may be acquired by the Investor hereunder. Such Buyer The Investor has been given the had an opportunity to (i) ask questions of of, and receive answers from from, a person or persons acting on behalf of the Seller and the Company Company, concerning the terms and conditions of the Sharesthis investment, and answers have been provided to all of such questions to the business and financial condition full satisfaction of the Company Investor. The Investor has such knowledge and (ii) obtain any additional information experience in financial and business matters that the Seller possesses or can acquire without unreasonable effort or expense that it is necessary to assist such Buyer in capable of evaluating the advisability risks and merits of this investment. The Investor's representations in this subsection shall in no way limit the enforceability of any representations made by the Company in any of the purchase Transaction Documents to which it is a party. (e) The Investor was not formed for the purpose of the Shares and an investment investing solely in the CompanySecurities which may be acquired hereunder. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.4.4

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and (iii) are subject to additional restrictions on transfer pursuant to the Lock-Up Agreement; (d) is aware that an investment in the Purchaser is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that except as set forth in the Registration Rights Agreement, the Purchaser is under no obligation hereunder to register the Exchange Shares under the Securities Act. No Seller has any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), each Seller is capable of evaluating the risks and merits of an investment in the Purchaser and of protecting its interests in connection with this investment. Each Seller has carefully read and understands all materials provided by or on behalf of the Purchaser or its Representatives to such Seller or such Seller’s Representatives pertaining to an investment in the Purchaser and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Each Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Each Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by the Securities Purchaser or its Representatives. Each Seller acknowledges and Exchange Commission under agrees that, except as set forth in Article III (including the Act. In related portions of the Purchaser Disclosure Schedules), no representations or warranties have been made by the Purchaser or any of its Representatives, and that such Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in the consummation Purchaser or (ii) the profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Each Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Commission Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and (iii) may be subject to additional restrictions on transfer pursuant to such Seller’s Lock-Up Agreement (if applicable); (d) is aware that an investment in Pubco is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that except as set forth in the Registration Rights Agreement, Pubco is under no obligation hereunder to register the Exchange Shares under the Securities Act. In Such Seller does not have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), such Seller is capable of evaluating the risks and merits of an investment in Pubco and of protecting its interests in connection with this investment. Such Seller has carefully read and understands all materials provided by or on behalf of Pubco, Purchaser or their respective Representatives to such Seller or such Seller’s Representatives pertaining to an investment in Pubco and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Such Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Such Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth in Article IV (including the related portions of the Purchaser Disclosure Schedules) and Article V, has not relied upon any representations or advice by Pubco, Purchaser or their respective Representatives. Such Seller acknowledges and agrees that, except as set forth in Article IV (including the related portions of the Purchaser Disclosure Schedules) and Article V, no representations or warranties have been made by Pubco, Merger Sub, Purchaser or any of their respective Representatives, and that such Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in Pubco or (ii) the consummation profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Such Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents (A) The Shareholder (i) is acquiring the shares of the Purchaser Common Stock, being issued to her pursuant to the Merger for investment and warrants, for her own account and not as a nominee or agent for any other person and with respect to himself no present intention of distributing or herself only, as set forth herein. Such Buyer hereby acknowledges reselling such shares or any part thereof in any transactions that an investment would be in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk violation of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933or any state securities or "blue-sky" laws, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (aii) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the had an opportunity to (i) ask questions of and receive has received satisfactory answers from the Seller officers of Purchaser or persons acting on Purchaser's behalf concerning Purchaser and the Company concerning the terms and conditions of an investment in Purchaser Common Stock, (iii) has sufficient knowledge and experience in financial affairs and is capable of evaluating the Sharesrisks of acquiring and holding shares of Purchaser Common Stock, and the (iv) is aware of Purchaser's business affairs and financial condition and has acquired sufficient information about Purchaser to reach an informed and knowledgeable decision to acquire the shares of Purchaser Common Stock to be issued to her in the Merger, (v) can afford to suffer a complete loss of her investment in shares of Purchaser Common Stock and (vi) understands (1) that the shares of Purchaser Common Stock to be issued to her in the Merger have not been registered for sale under the Securities Act or any state securities or "blue-sky" laws in reliance upon an exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Company investment intent of the Shareholder as expressed hereunder, (2) that such shares of Purchaser Common Stock must be held indefinitely and not sold until such shares are registered under the Securities Act and any applicable state securities or "blue-sky" laws, unless an exemption from such registration is available, (3) that, except as provided in Section 6.3, Purchaser is under no obligation to so register such shares and (ii4) obtain any additional information that the Seller possesses certificates evidencing such shares will be imprinted with a legend in the form set forth in Section 6.2(b) that prohibits the transfer of such shares, except as provided in Section 6.2. The Shareholder is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act. The Shareholder has no plan or can acquire without unreasonable effort intention to sell, exchange or expense that is necessary to assist such Buyer in evaluating the advisability dispose of any of the purchase shares of Company Common Stock received in connection with the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companytransactions contemplated herein.

Investment Representations. Each Buyer CL represents and warrants, with respect warrants to MGMT on behalf of himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in and the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended Designees (the “Registration StatementInvestors”), ) that: each Investor is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), relating is financially able to a bear the economic risks of acquiring the Shares and the other transactions contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictionshereby, and (b) a stock escrow agreement has no need for liquidity in this investment. Each Investor has such knowledge and experience in financial and business matters in general, and with respect to such sharesbusinesses of a nature similar to the business of MGMT, in each case so as described in to be capable of evaluating the Registration Statementmerits and risks of, and that any certificates evidencing making an informed business decision with regard to, the acquisition of the Shares. Each Investor is acquiring the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s his or its own account, for investment purposes only, account and are not being purchased with a view to or for resale in connection with any distribution or public offering thereof, within the resalemeaning of any applicable securities laws and regulations, distribution, subdivision unless such distribution or fractionalization thereof; and offering is registered under the Securities Act or an exemption from such Buyer registration is available. Each Investor has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from received all the Seller and information he has deemed necessary to make an informed investment decision with respect to the Company concerning the terms and conditions acquisition of the Shares, and including the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by MGMT has filed publicly with the Securities and Exchange Commission (the “SEC”), (ii) had an opportunity to make such investigation as he or it has desired pertaining to MGMT and the acquisition of an interest therein, and to verify the information which is, and has been, made available to him or it and (iii) had the opportunity to ask questions of MGMT concerning its business and operations. Each Investor has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Each Investor realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the SEC under the Securities Act. In , the event such Buyer does not join the Board of Directors resale of the Company Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Each Investor understands that any resale of the Shares by him or it must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for MGMT at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Each Investor acknowledges and consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.” Each Investor understands that the Shares are being sold to pursuant to the exemption from registration and that MGMT is relying upon the consummation representations made herein as one of the Public Offering (whether and either at bases for claiming the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyexemption.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees The Purchaser understands that the Shares will not be transferable under any circumstances unless registered by Securities are being offered and sold to it in reliance upon certain exemptions from the Company in accordance with registration requirements of the United States federal and state securities laws or sold laws, and that the Company is relying in part upon the truth and accuracy of, and the Purchaser's compliance with with, the Purchaser's representations contained in this Agreement, including, without limitation, that the Purchaser is an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in "accredited investor" within the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), meaning of Regulation D under the Securities Act in order to determine the availability of 1933, as amended (such exemptions and the “Act”), relating eligibility of the Purchaser to a contemplated underwritten public offering by acquire the Company (Securities. The Purchaser confirms that it and/or its advisors have received or have had full access to all the “Public Offering”)). Such Buyer further understands and agrees information that Buyer will be required either of them considers necessary or appropriate to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement make an informed investment decision with respect to such sharesthe Purchaser Notes and the Warrant to be purchased by it under this Agreement and the Note Shares and the Warrant Shares acquired by it upon the conversion of the Purchaser Notes and the exercise of the Warrant, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictionsrespectively. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the Purchaser and/or its advisors further confirm that they have had an opportunity to (i) ask questions of and receive answers from the Seller Company regarding the Company's business, management and the Company concerning financial affairs and the terms and conditions of the sale and issuance of the Purchaser Notes, and the issuance of the Warrant, the Note Shares, and the business Warrant Shares and financial condition of to obtain additional information (to the extent the Company and (ii) obtain any additional possessed such information that the Seller possesses or can could acquire it without unreasonable effort or expense that is expense) necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on verify any oral representation made by any person as information furnished to the Company Purchaser or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by to which the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the CompanyPurchaser had access.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Commission Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable U.S. state securities Laws (ii) have not been and at Closing shall not be, registered under the Securities Act or any applicable U.S. state securities Laws and, therefore, must be held indefinitely and cannot be resold unless and until such Exchange Shares are registered under the Securities Act and all applicable U,S. state securities Laws, unless exemptions from registration are available; and (iii) may be subject to additional restrictions on transfer pursuant to such Seller’s Lock-Up Agreement (if applicable); (d) is aware that an investment in Pubco is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that except as set forth in the Seller Registration Rights Agreement, Pubco is under no obligation hereunder to register the Exchange Shares under the Securities Act. In No Seller has any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), such Seller is capable of evaluating the risks and merits of an investment in Pubco and of protecting its interests in connection with this investment. Such Seller has carefully read and understands all materials provided by or on behalf of Pubco, Purchaser or their respective Representatives to such Seller or such Seller’s Representatives pertaining to an investment in Pubco and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Such Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Such Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by Pubco, Purchaser, Merger Sub, the Target Companies, or their respective Representatives. Such Seller acknowledges and agrees that, except as set forth in Article IV, Article V, Article VI (including the related portions of the Purchaser Disclosure Schedules and the Company Disclosure Schedules) no representations or warranties have been made by Pubco, Merger Sub, Purchaser, the Target Companies, or any of their respective Representatives, and that such Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in Pubco or (ii) the consummation profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Such Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and any Ancillary Documents to which such Seller is or will be required to be a party, has executed this Agreement and such Buyer for any reason)Ancillary Documents free from coercion, then the Buyer shall promptly return the Shares to the Companyduress or undue influence.

Investment Representations. Each Buyer The Subscriber is purchasing the Units for its or his own account without a view to any distribution thereof in violation of the Securities Act. The Subscriber represents and warrants, with respect to himself or herself only, that it (he) (i) is an “Accredited Investor” as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and term is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable defined under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), Rule 501 under the Securities Act of 1933, as amended Act; (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (aii) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for with any person to sell, transfer or pledge to such resaleperson or anyone else the Units, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions shares of and receive answers from the Seller Common Stock and the Company concerning Warrants comprising the terms Units and conditions the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares” and together with the Units, the shares of Common Stock and the Warrants comprising the Units, the “Securities”), or any part thereof; (iii) has sufficient knowledge and experience in business matters to evaluate the merits and financial condition risks of the Company investment; (iv) has no need for liquidity of its or his investment and (iiv) obtain any additional information would be able to bear the economic risk of a complete loss of its or his proposed investment hereunder. The Subscriber acknowledges that none of the Securities have been registered by the Company under the Securities Act and agrees that the Seller possesses Securities may only be transferred if registered under the Securities Act or can acquire without unreasonable effort or expense pursuant to an exemption from such registration requirements. The Subscriber understands that Rule 144 promulgated under the Securities Act is necessary not presently available with respect to assist such Buyer the Securities. The Subscriber acknowledges, agrees and covenants that it (he) will not engage in evaluating hedging transactions with regard to the advisability Securities, unless in compliance with the Securities Act. The Subscriber agrees that if any transfer of the purchase of Units or any interest therein is proposed to be made, as a condition precedent to such transfer, the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as Subscriber may be required to deliver to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board opinion of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares a counsel satisfactory to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an The Purchaser is receiving the Securities for investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future Purchaser's own account, not as a nominee or agent, and is able not with a view to bear the risk public resale or distribution thereof within the meaning of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “"Securities Act”"), relating and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser also represents that it has not been formed for the specific purpose of acquiring the Securities. The Purchaser has received or has had full access to a contemplated underwritten public offering by all the Company (information the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required Purchaser considers necessary or appropriate to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement make an informed investment decision with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing Securities receivable by the Shares bear a legend referring Purchaser pursuant to such transfer restrictionsthe Agreement. The Shares Purchaser understands that the acquisition of the Securities involves substantial risk. The Purchaser understands that the Securities, are characterized as "restricted securities" under the Securities Act inasmuch as they are being acquired solely for from NetSelect in a transaction not involving a public offering and that under the Securities Act and applicable regulations thereunder such Buyer’s own account, for investment purposes only, and are not being purchased with a view Securities may be resold without registration under the Securities Act only in certain limited circumstances. The Purchaser understands that NetSelect is under no obligation to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into register any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition Securities. The Purchaser understands that no public market now exists for any of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission that it is uncertain whether a public market will ever exist therefor. Without in any way limiting the representations set forth above or any other provisions in any other agreements to which the Purchaser is a party or by which the Purchaser or the Securities are bound, the Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: there is then in effect a registration statement under the Act. In Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or the event such Buyer does not join the Board of Directors Purchaser shall have notified NetSelect of the Company upon the consummation proposed disposition and shall have furnished NetSelect with a statement of the Public Offering (whether and either circumstances surrounding the proposed disposition, and, if such disposition is made within two years of the Closing Date or if the securities proposed to be transferred cannot be transferred pursuant to Rule 144(k), at the election expense of the Company Purchaser or its transferee, with an opinion of counsel, reasonably satisfactory to NetSelect, that such Buyer for any reason), then disposition will not require registration of such Securities under the Buyer shall promptly return the Shares to the CompanySecurities Act.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, warrants as set forth herein. Such follows: (a) Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees understands that the Shares will Units have not be transferable under any circumstances unless been registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended 1933 (the “"1933 Act”), relating to a contemplated underwritten public offering by ") or the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictionslaws of any state, and the transactions contemplated hereby are being undertaken in reliance upon an exemption from the registration requirements of the 1933 Act, and reliance upon such exemption is based upon Buyer's representations, warranties and agreements contained in this Agreement. (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans received and carefully reviewed all information necessary to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalizationenable Buyer to evaluate the Acquisition. Such Buyer has been given the opportunity to (i) ask questions of and to receive answers from Seller, the Seller Administrators and the Company concerning the terms Company’s business, the Units and conditions of the SharesLoan, and the business and financial condition of the Company and (ii) to obtain any such additional written information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such verify the accuracy thereof. (c) Buyer in evaluating the advisability of is aware the purchase of the Shares Units and an investment in the CompanyLoan is speculative and involves a high degree of risk. Such Buyer is aware that there is no guarantee that Buyer will realize any gain from the Acquisition. Buyer further understands that Buyer could lose the entire amount of the Purchase Price and any additional sums invested into the Company by Buyer after the Effective Date. 7 (d) Buyer understands that no federal or state agency or other authority has made any finding or determination regarding the fairness of the Acquisition or has made any recommendation or endorsement thereof or has passed in any way upon this Agreement. (e) Buyer, subject to the proviso set forth below: (i) is acquiring the Units solely for Buyer's own account for investment purposes only and not relying on with a view toward resale or distribution thereof, in whole or in part, (ii) has no undertaking, agreement or arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Units to any oral representation made other person; and (iii) agrees not to sell or otherwise transfer the Units unless and until it is subsequently registered under the 1933 Act and any applicable state securities laws, or unless an exemption from any such requirement is available (f) Buyer is financially able to bear the economic risk of the Acquisition, including the ability to hold the Units indefinitely and to afford a complete loss of the Purchase Price and any additional sums invested into the Company by any person Buyer after the Effective Date. Buyer has such knowledge and experience in financial and business matters as to be capable of evaluating the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities merits and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors risks of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the CompanyAcquisition. 3.2.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself onlySubscriber is acquiring the Company Consideration Shares (or, as set forth applicable, the Subscriber Company Shares) solely for its own account for the purpose of investment and not with a view to, or for resale in connection with, the public sale or distribution thereof in violation of any applicable Law (including the Securities Act); provided, however, that by making the representations herein, Subscriber does not agree to hold the Company Consideration Shares (or, as applicable, the Subscriber Company Shares) for any minimum or other specific term and reserves the right to dispose of all or any part of the Company Consideration Shares (or, as applicable, the Subscriber Company Shares) at any time in accordance with or pursuant to a registration statement or an exemption from registration under the Securities Act. Such Buyer hereby Subscriber acknowledges that the Company Consideration Shares (or, as applicable, the Subscriber Company Shares) have not been registered under the Securities Act or under other applicable Law and that the Company Consideration Shares (or, as applicable, the Subscriber Company Shares) will bear a legend restricting transfer except in compliance with the Securities Act and other applicable Law, and that the Company Consideration Shares (or, as applicable, the Subscriber Company Shares) may not be transferred or sold except in accordance with the registration requirements of the Securities Act and other applicable Law, or pursuant to an investment applicable exemption therefrom. Subscriber (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters (including the Shares involves certain significant risks. Such Buyer has no need for liquidity industries and businesses in which the Company operates) so as to be capable of evaluating the merits and risks of its investment in the Company Consideration Shares for (or, as applicable, the foreseeable future Subscriber Company Shares) and is able to bear capable of bearing the risk economic risks of that investment for an indefinite periodsuch investment. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer Subscriber is an “accredited investor” as defined in Regulation D promulgated by Rule 501(a) under the Securities and Exchange Commission under the Act. In making the event such Buyer does not join decision to enter into this Agreement and to consummate the Board Transactions, Subscriber has relied solely on its own independent investigations, analyses and evaluations of Directors the Company, and the representations, warranties, covenants and agreements of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyset forth in this Agreement.

Investment Representations. Each Buyer represents Investor severally and not jointly hereby acknowledges, represents, warrants, with respect to himself or herself only, and agrees as set forth hereinfollows: The Investor has reviewed the SEC Reports and the financial statements contained therein. Such Buyer hereby The Investor acknowledges that an investment in the Company has made available to the Investor all documents and information that it has requested relating to the Company and has provided answers to all of its questions concerning the Company, the Shares involves certain significant risksand the Warrants. Such Buyer has no need for liquidity The Investor is an "accredited investor," as defined in its investment in Rule 501(a)(3) of the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite periodSecurities Act. Such Buyer acknowledges and hereby agrees The Investor understands that the offering of the Shares, the Warrants and the Warrant Shares will have not be transferable under any circumstances unless been registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act or the securities laws of 1933any state or other jurisdiction and that the Shares, as amended (the “Warrants and, upon exercise of the Warrants, the Warrant Shares must be held indefinitely unless an exemption from registration is available. The Investor understands that the offering and the sale of the Shares, the Warrants and the Warrant Shares is intended to be exempt from registration under the Securities Act”, by virtue of Section 3(b), relating to a contemplated underwritten public offering by Section 4(2), and/or Section 4(6) of the Securities Act and the provisions of Regulation D promulgated thereunder, based, in part, upon the representations, warranties, and agreements of the Investor contained in this Agreement, and the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement includingmay rely on such representations, among other provisions, the foregoing transfer restrictionswarranties, and (b) a stock escrow agreement with respect to such sharesagreements in connection therewith. The Investor will not transfer the Shares, Warrants or Warrant Shares in each case as described in violation of the Registration Statementprovisions of any applicable Federal or state securities statute. The Investor is acquiring the Shares and Warrants for investment, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to the resale or for the resale, distribution, subdivision or fractionalization distribution thereof; and such Buyer it has no present plans intention of selling, negotiating, or otherwise disposing of the Shares or Warrants. The Investor's financial condition and investments are such that it is in a financial position to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of hold the Shares, Warrants, and Warrant Shares for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the Shares, Warrants or Warrant Shares. In addition, by virtue of its expertise, the advice available to it, and its previous investment experience, the Investor has sufficient knowledge and experience in financial and business matters, investments, securities, and private placements and the business capability to evaluate the merits and financial condition risks of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made transactions contemplated by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companythis Agreement.

Investment Representations. Franklin and the Shareholders each acknowledge receipt of the Unique SEC Filings. Each Buyer represents and warrants, Shareholder acknowledges the willingness of Unique to provide appropriate officers to answer any questions that such Shareholder many have had with respect to himself or herself only, as set forth hereinthe contents of the Unique SEC Filings. Such Buyer hereby acknowledges Each Shareholder has such knowledge and experience in financial and business matters that such Shareholder is capable of evaluating the merits and risks of an investment in the Shares involves certain significant risksUnique Common Stock. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and Each Shareholder is able to bear the economic risk of that the investment and has the ability to hold the Stock indefinitely and the ability to suffer a complete loss of his or her investment. Each Shareholder is acquiring the Unique Common Stock for investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s his own account, for investment purposes only, without any intention of subdividing or reselling such Stock prior to the time it is registered under the Act. Each Shareholder understands that investment in the Unique Common Stock is speculative and earnings therefrom are uncertain. Each Shareholder also understands that he may not being purchased sell, offer for sale, assign, pledge, hypothecate or otherwise transfer or encumber all or any part of his interest in the Unique Common Stock in the absence of either (i) an effective registration statement covering such transaction under the Act and effective qualification or registration under all applicable state securities laws and regulations, or (ii) an opinion of counsel satisfactory to Unique to the effect that registration under the Act is not required and qualification or registration under any such state securities laws and regulations is not required (or that any applicable state qualification or registration requirements have been satisfied in full). Each Shareholder also understands and agrees that, as a further condition to any disposition, Unique may require that the proposed transferee furnish Unique with a view written representations substantially the same as those made by the Shareholders herein. Each Shareholder acknowledges that no representations or warranties have been made to him or for the resaleher by Unique or any officer, distributiondirector, subdivision agent or fractionalization thereof; and such Buyer employee of Unique. Each Shareholder has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given had the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of review the purchase of the Shares Unique Common Stock subscribed for with his or her tax and an legal counsel and investment representatives. Each Shareholder acknowledges that he or she may recognize taxable income to the extent of the value of all consideration received by him or her in the CompanyExchange, that such income will be taxed at ordinary income rates and that he or she will receive no opinion of tax counsel for Unique in connection with the Exchange and must rely on his or her own tax advisors for tax advice in connection with the Exchange. Such Buyer is not relying on Each Shareholder agrees to indemnify and hold harmless Unique, its directors, officers, shareholders, agents and employees from and against any oral representation claim, demand, loss, liability and expense (including, without limitations, attorneys' fees and disbursements) incurred as a result of any misrepresentation or breach of any agreement, representation, warranty or covenant made by the Shareholders herein or in any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated other document furnished by the Securities and Exchange Commission under the Act. In the event Shareholders to any of such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companypersons in connection with this transaction.

Investment Representations. Each Buyer represents The Investor hereby acknowledges, represents, warrants and warrantsagrees as follows: The Investor has reviewed the SEC Reports and the financial statements contained therein. The Investor acknowledges that the Company has made available to the Investor all documents and information that it has requested relating to the Company and have provided answers to all of its questions concerning the Company and the Warrants and the Preferred Shares. In evaluating the suitability of the acquisition of the Warrants and the Preferred Shares hereunder, with respect to himself the Investor has not relied upon any representations or herself only, other information (whether oral or written) other than as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves SEC Reports or in this Agreement. ------------------- *Confidential treatment requested as to certain significant risksportions, which portions are omitted and filed separately with the Commission. Such Buyer has no need for liquidity The Investor is an "accredited investor" as defined in its investment in Rule 501(a)(3) of the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite periodSecurities Act. Such Buyer acknowledges and hereby agrees The Investor understands that the offering of the Warrants and the Preferred Shares will has not be transferable under any circumstances unless been registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act or the securities laws of 1933any state or other jurisdiction and that such Warrants and the Preferred Shares must be held indefinitely unless an exemption from registration is available. The Investor understands that the offering and sale of the Warrants and the Preferred Shares is intended to be exempt from registration under the Securities Act, as amended (the “Act”by virtue of Section 3(b), relating to a contemplated underwritten public offering by Section 4(2) and/or Section 4(6) of the Securities Act and the provisions of Regulation D promulgated thereunder, based, in part, upon the representations, warranties and agreements of the Investor contained in this Agreement and the Company (may rely on such representations, warranties and agreements in connection therewith. The Investor will not transfer the “Public Offering”))Warrants and the Preferred Shares in violation of the provisions of any applicable Federal or state securities statute. Such Buyer further understands The Investor is acquiring the Warrants and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictionsPreferred Shares for investment, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to the resale or for the resale, distribution, subdivision or fractionalization distribution thereof; and such Buyer it has no present plans to enter into any contractintention of selling, undertakingnegotiating, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given otherwise disposing of the opportunity to (i) ask questions of and receive answers from the Seller Warrants and the Company concerning Preferred Shares. The Investor's financial condition and investments are such that it is in a financial position to hold the terms Warrants and conditions the Preferred Shares for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, such Warrants and the Preferred Shares. In addition, by virtue of its expertise, the advice available to it, and its previous investment experience, the Investor has sufficient knowledge and experience in financial and business matters, investments, securities, and private placements and the capability to evaluate the merits and risks of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made transactions contemplated by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companythis Agreement.

Investment Representations. Each The Buyer represents and warrants, with respect to himself or herself only, warrants as set forth herein. Such follows: The Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such The Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such The Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such the Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such The Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such the foregoing transfer restrictions. The Buyer also acknowledges and hereby agrees that the Buyer shall return to the Company for cancellation, at no cost, its Buyer Earnout Shares in the event that the last sales price of the Company’s stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within 36 months following the closing of the Company’s initial business combination (as described in the Registration Statement). The Shares are being acquired solely for such the Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such the Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such The Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such the Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such The Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such The Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board Securities Act of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason)1933, then the Buyer shall promptly return the Shares to the Companyas amended.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to Seller: (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by under the Securities Act; (ii) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Commission Shares; (iii) has been advised and understands that the Exchange Shares (A) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws and (B) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available; (iv) is aware that an investment in Pubco is a speculative investment and is subject to the risk of complete loss; and (v) acknowledges that except as set forth in the Registration Rights Agreement, Pubco is under no obligation to register the Exchange Shares under the Securities Act. In Seller does not have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of Seller’s business or financial experience, or by reason of the business or financial experience of Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), Seller is capable of evaluating the risks and merits of an investment in Pubco and of protecting its interests in connection with this investment. Seller has carefully read and understands all materials provided by or on behalf of Pubco, Purchaser or their respective Representatives to Seller pertaining to an investment in Pubco and has consulted, as Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for Seller. Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of Seller. Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Joinder and the transactions contemplated hereby and the suitability of this Joinder and the Business Combination Agreement and the transactions contemplated hereby and thereby for Seller and its particular circumstances, and, except as set forth herein or therein, has not relied upon any representations or advice by Pubco, Purchaser or their respective Representatives. Seller acknowledges and agrees that, except as set forth in Article IV and Article V, as applicable, of the Business Combination Agreement (including the related portions of the Purchaser Disclosure Schedules), no representations or warranties have been made to Seller by or on behalf of Pubco, Merger Sub, Purchaser or any of their respective Representatives, and that Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in Pubco or (ii) the consummation profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Joinder and the Business Combination Agreement in its entirety and has had it fully explained to it, him or her by such counsel; (D) is fully aware of the Company or such Buyer for any reason)contents hereof and the meaning, then the Buyer shall promptly return the Shares intent and legal effect thereof; and (E) is competent to execute this Joinder (and become party to the CompanyBusiness Combination Agreement by execution hereof) and has executed this Joinder free from coercion, duress or undue influence.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to certain of such sharesShares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses possess or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to Investor (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by Rule 501(a) under the Securities Act, (ii) is purchasing the Senior Preferred Stock and Exchange Commission the Warrants and any shares of common stock that may be purchased upon exercise of the Warrants (the “Warrant Shares”) for its own account or for one or more separate accounts maintained by it for the benefit of one or more other accredited investors and not with a view to the distribution thereof, provided that the disposition of such Investor’s 25 property shall at all times be within such Investor’s control, (iii) has no present intention of selling, granting any participation in, or otherwise distributing the Senior Preferred Stock, the Warrants or the Warrant Shares in violation of law, (iv) understands that the Senior Preferred Stock, the Warrants and the Warrant Shares have not been registered under the Act. In Securities Act and may be resold only if registered pursuant to the event such Buyer does not join the Board of Directors provisions of the Company Securities Act or if an exemption from registration is available and the Corporation is not required to register the Senior Preferred Stock, (v) will not sell, transfer or otherwise dispose of the Senior Preferred Stock, the Warrants, the Warrant Shares or any interest therein except in compliance with the terms of the Certificate of Designations and the registration requirements of the Securities Act and any other applicable securities laws or pursuant to an applicable exemption therefrom, (vi) is knowledgeable with respect to the Corporation, the Target and their respective subsidiaries, and their respective conditions (financial and otherwise), results of operations, businesses, properties, assets, liabilities, plans, management, financing and prospects, (vii) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Senior Preferred Stock, the Warrants and the Warrant Shares and of making an informed investment decision and has so evaluated the merits and risks of such investment and without reliance upon the consummation Corporation, the Target, their respective subsidiaries or affiliates or any other person (except for the Corporation’s representations and warranties and statements set forth in this Agreement) and has made its own analysis and decision to consummate its purchase of the Public Offering Senior Preferred Stock and the Warrants, (whether viii) recognizes that an investment in the Senior Preferred Stock, the Warrants and either at the election Warrant Shares involves a high degree of risk, including a risk of total loss of such Investor’s investment, and is able to bear the economic risk of an investment in the Senior Preferred Stock, the Warrants and the Warrant Shares, including holding the Senior Preferred Stock, the Warrants and the Warrant Shares for an indefinite period, and is able to afford a complete loss of such investment, (ix) was given the opportunity to ask questions and receive answers concerning the terms and conditions of the Company purchase of the Senior Preferred Stock, the Warrants and the Warrant Shares and to obtain any additional information which the Corporation possesses or such Buyer for any reasoncan acquire without unreasonable effort or expense, including with respect to the Corporation’s, the Target’s and their respective subsidiaries’ conditions (financial and otherwise), then results of operations, businesses, properties, assets, liabilities, plans, management, financing and prospects, and the Buyer shall promptly return the Shares Corporation or its representatives have answered to the Companysatisfaction of such Investor all inquiries that such Investor has put to the Corporation, and (x) acknowledges that it was afforded the opportunity to conduct due diligence on the Corporation prior to execution of this Agreement.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Insider Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Insider Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Insider Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer Xxxxx will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Insider Shares bear a legend referring to such transfer restrictions. The Insider Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Insider Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses possess or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Insider Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer Xxxxx does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Insider Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and (iii) are subject to additional restrictions on transfer pursuant to the Lock-Up Agreement; (d) is aware that an investment in the Purchaser is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that except as set forth in the Registration Rights Agreement, the Purchaser is under no obligation hereunder to register the Exchange Shares under the Securities Act. No Seller has any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), each Seller is capable of evaluating the risks and merits of an investment in the Purchaser and of protecting its interests in connection with this investment. Each Seller has carefully read and understands all materials provided by or on behalf of the Purchaser or its Representatives to such Seller or such Seller’s Representatives pertaining to an investment in the Purchaser and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Each Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Each Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by the Securities Purchaser or its Representatives. Each Seller acknowledges and Exchange Commission under agrees that, except as set forth in Article IV (including the Act. In related portions of the Purchaser Disclosure Schedules and any Supplemental Disclosure Schedules provided by the Purchaser), no representations or warranties have been made by the Purchaser or any of its Representatives, and that such Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in the consummation Purchaser or (ii) the profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Each Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. follows: Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such the foregoing transfer restrictions. Such Buyer also acknowledges and hereby agrees that such Buyer shall return to the Company for cancellation, at no cost, (i) 4,550 Shares held by each such Buyer to the extent the underwriters’ over-allotment (as described in the Registration Statement) is not exercised in full and (ii) its Buyer Earnout Shares as follows: (A) 50% of each Buyer’s Buyer Earnout Shares shall be forfeited in the event that the last sales price of the Company’s stock does not equal or exceed $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period and (B) 50% of each Buyer’s Buyer Earnout Shares shall be forfeited in the event that the last sales price of the Company’s stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period (as described in the Registration Statement). The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents (i) The Stockholder (A) is acquiring the shares of the Purchaser Common Stock being issued to the Stockholder pursuant to the Merger for investment and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future Stockholder's own account and is able to bear the risk not as a nominee or agent for any other person and with no present intention of distributing or reselling such shares or any part thereof in any transactions that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not would be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under violation of the Securities Act of 1933or any state securities or "blue-sky" laws, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (aB) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the had an opportunity to (i) ask questions of and receive has received satisfactory answers from the Seller officers of Purchaser or persons acting on Purchaser's behalf concerning Purchaser and the Company concerning the terms and conditions of an investment in Purchaser Common Stock, (C) has sufficient knowledge and experience in financial affairs and is capable of evaluating the Sharesrisks of acquiring and holding shares of Purchaser Common Stock, and the (d) is aware of Purchaser's business affairs and financial condition and has acquired sufficient information about Purchaser to reach an informed and knowledgeable decision to acquire the shares of Purchaser Common Stock to be issued to him or it in the Merger, (E) can afford to suffer a complete loss of his or her investment in shares of Purchaser Common Stock and (F) understands (1) that the shares of Purchaser Common Stock to be issued to him or her in the Merger have not been registered for sale under the Securities Act or any state securities or "blue-sky" laws in reliance upon an exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Company investment intent of the Stockholder as expressed hereunder, (2) that such shares of Purchaser Common Stock must be held indefinitely and not sold until such shares are registered under the Securities Act and any applicable state securities or "blue-sky" laws, unless an exemption from such registration is available, (3) that, except as provided in Section 7.3, Purchaser is under no obligation to so register such shares and (ii4) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist certificates evidencing such Buyer in evaluating the advisability of the purchase of the Shares and an investment shares will be imprinted with a legend in the Company. Such Buyer is not relying on any oral representation made by any person form set forth in Section 7.3(c) that prohibits the transfer of such shares, except as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined provided in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the CompanySection 7.2.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer Shareholder is an “accredited investor” as defined in Regulation D Rule 501(a) promulgated under the Securities Act, is acquiring the shares of Common Stock of WinSonic for his own account, with the present intention of holding such shares for investment and not with a view of participating, directly or indirectly, in any resale or distribution of the shares or any part thereof. By executing this Agreement, each Shareholder further represents that such Shareholder 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 Common Stock of WinSonic. Said Shareholder is not “dealers” of securities (as that term in defined in the Securities Act). Each Shareholder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the transactions contemplated under this Agreement. Each Shareholder’s financial condition is such that it is able to bear all economic risks of investment in the Common Stock of WinSonic, including a complete loss of its investment therein. Shareholder acknowledges that WinSonic and Tytess have provided Shareholder with adequate access to financial and other information concerning WinSonic as considered necessary or appropriate regarding the Acquisition and the receipt of the Common Stock of WinSonic, and each Shareholder has had the opportunity to ask questions of and receive answers from WinSonic concerning the transactions contemplated by this Agreement and to obtain there from any additional information necessary to make an informed decision regarding an investment in WinSonic. Each Shareholder is aware that the Common Stock of WinSonic will not be registered under the Securities Act, and that neither the Common Stock of WinSonic nor any interest therein may be sold, pledged, or otherwise transferred unless such transaction or transactions in the Common Stock of WinSonic is or are registered under the Securities Act or qualify for an exemption under the Securities Act. In this connection, each Shareholder represents that it is familiar with Rule 144 of the Securities and Exchange Commission under (“SEC”), as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. In Each Shareholder understands that the event such Buyer does not join certificates evidencing the Board Common Stock of Directors of WinSonic will bear the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for following legends, in addition to any reason)legend required by applicable state securities laws: “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, then the Buyer shall promptly return the Shares to the CompanyAS AMENDED AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT HAS BEEN MADE OR UNLESS AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS HAVE BEEN ESTABLISHED, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933.”

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer Xxxxx will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses possess or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer Xxxxx does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Initial Shares to the CompanyCompany and should not have rights to the transfer or issue of the New Shares as described under Section 2(b) herein.

Investment Representations. Each The Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such follows: The Buyer hereby acknowledges that an investment in the Shares Private Placement Warrants involves certain significant risks. Such The Buyer has no need for liquidity in its investment in the Shares Private Placement Warrants for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such The Buyer acknowledges and hereby agrees that the Shares Private Placement Warrants (and the shares of common stock issuable upon exercise thereof) have not been registered under the Securities Act of 1933, as amended (the “Act”) will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such the Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (File Number 333-191587) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such The Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares Private Placement Warrants bear a legend referring to such the foregoing transfer restrictions. The Shares Private Placement Warrants are being acquired solely for such the Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such the Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such The Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller Assignor and the Company concerning the terms and conditions of the SharesPrivate Placement Warrants, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller Assignor possesses or can acquire without unreasonable effort or expense that is necessary to assist such the Buyer in evaluating the advisability of the purchase of the Shares Private Placement Warrants and an investment in the Company. Such The Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such The Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In The Buyer acknowledges, and agrees to be bound by, the event such Buyer does not join the Board of Directors terms and provisions of the Securities Escrow Agreement dated November 13, 2013 among the Company upon and the consummation other parties thereto (the “Escrow Agreement”), and that the Private Placement Warrants shall remain in escrow until the termination of the Public Offering Escrow Period (whether and either at as defined in the election of the Company or such Buyer for any reasonEscrow Agreement), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver The Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (b) is acquiring the Seller Consideration Units and the Purchaser Series V Common Stock for itself for investment purposes only, and not with a view towards any resale or distribution of the Seller Consideration Units (or the Purchaser Class A Common Stock into which they are exchangeable in accordance with the Exchange Agreement (the “Exchange Shares”)) or the Purchaser Series V Common Stock (other than the distribution to the members (direct or indirect) of Seller upon the registration thereof after the Closing); (c) has been advised and understands that the Seller Consideration Units (and upon their issuance the Exchange Shares) and the Purchaser Series V Common Stock (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and, subject to the Registration Rights Agreements after the Closing, shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such securities are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and (iii) are subject to additional restrictions on transfer pursuant to the Lock-Up Agreement; (d) is aware that an investment in the Purchaser and Holdings is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that Holdings is not, and except as set forth in the Registration Rights Agreement, the Purchaser is not under any obligation hereunder to register the Seller Consideration Units, the Exchange Shares or the Purchaser Series V Common Stock under the Securities Act. The Seller does not have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Seller Consideration Units, the Exchange Shares or the Purchaser Series V Common Stock. The Seller is capable of evaluating the risks and merits of an investment in the Purchaser and Holdings and of protecting its interests in connection with its investment in the Purchaser and Holdings. The Seller’s Representatives have carefully read and understand all materials provided by or on behalf of the Purchaser or Holdings or their respective Representatives to the Seller or its Representatives and has consulted, as the Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment in the Purchaser and Holdings and its suitability for the Seller. The Seller acknowledges that the Seller Consideration Units, Exchange Shares and or the Purchaser Series V Common Stock are subject to dilution for events not under the control of the Seller. The Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for the Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by the Securities Purchaser, Holdings or their respective Representatives. The Seller acknowledges and Exchange Commission under agrees that, except as set forth in Article III (including the Act. In related portions of the Purchaser Disclosure Schedules) no representations or warranties have been made by the Purchaser, Holdings or any of their respective Representatives, and that the Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in the consummation Purchaser or Holdings or (ii) the profitability or value of the Public Offering Seller Consideration Units, the Exchange Shares or the Purchaser Series V Common Stock in any manner whatsoever. The Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with the Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer Lender represents and warrants, with respect warrants to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer BioTime that: 17.1.1 Lender has no need for liquidity in its investment in the Shares for the foreseeable future received and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in read the Company’s draft registration statement financial statements for the year ended on December 31, 2000, as will be included in its Form 10-K for such fiscal year, its annual report on Form S-110-K for the fiscal year ended December 31, as may be amended 1999, and quarterly report on Form 10-Q for the fiscal quarter and nine months ended September 30, 2000, and Form 8-K (the “Registration StatementDisclosure Documents”), under . Lender is relying on the Securities Act of 1933, as amended (information provided in the “Act”), relating Disclosure Documents or otherwise communicated to a contemplated underwritten public offering Lender in writing by the Company (the “Public Offering”))Company. Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement Lender has not relied on any statement or representations inconsistent with respect to such shares, in each case as described those contained in the Registration Statement, and that any certificates evidencing the Shares bear Disclosure Documents. Lender has had a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the reasonable opportunity to (i) ask questions of and receive answers from the Seller executive officers and the Company concerning the terms and conditions directors of the SharesCompany, and the business and financial condition or one or more of its officers, concerning the Company and (ii) to obtain any additional information that information, to the Seller possesses extent possessed or can acquire obtainable without unreasonable effort or expense that is expense, necessary to assist verify the information in the Disclosure Documents. All such Buyer questions have been answered to Lender’s satisfaction; 17.1.2 Lender understands that the Warrant and the Warrant Shares are being offered and sold without registration under the Act or qualification under the California Corporate Securities Law of 1968, or under the laws of other states, in evaluating reliance upon the advisability exemptions from such registration and qualification requirements for non-public offerings. Lender acknowledges and understands that the availability of the purchase aforesaid exemptions depends in part upon the accuracy of certain of the representations, declarations and warranties contained herein, which Lender hereby makes with the intent that they may be relied upon by the Company and its officers and directors in determining Lender’s suitability to acquire the Warrant. Lender understands and acknowledges that no federal, state or other agency has reviewed or endorsed the offering of the Warrant or the Warrant Shares or made any finding or determination as to the fairness of the offering or completeness of the information in the Disclosure Documents; 17.1.3 Lender understands that the Warrant and the Warrant Shares may not be offered, sold, or transferred in any manner, and the Warrant may not be exercised, unless subsequently registered under the Act, or unless there is an exemption from such registration available for such offer, sale or transfer; 17.1.4 Lender has such knowledge and experience in financial and business matters to enable Lender to utilize the information contained in the Disclosure Documents, or otherwise made available to Lender to evaluate the merits and risks of an investment in the CompanyWarrant and the Warrant Shares and to make an informed investment decision with respect thereto. Such Buyer 17.1.5 Lender is acquiring the Warrant solely for Lender’s own account and for long-term investment purposes, and not relying on with a view to, or for sale in connection with, any oral representation made by any person as to distribution of the Company Warrant or its operations, financial condition or prospects. Such Buyer Warrant Shares; and 11 17.1.6 Lender is an “accredited investor,” as such term is defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the CompanySECTION 18.

Investment Representations. Each Buyer By acceptance of this Warrant, the Holder represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges the Company that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares this Warrant is being acquired for the foreseeable future Xxxxxx's own account and is able to bear for the risk purpose of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to to, or for sale in connection with, the resaledistribution thereof, distribution, subdivision nor with any present intention of distributing or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement selling the Warrant or arrangement for such resale, distribution, subdivision or fractionalizationthe Common Stock issuable upon exercise of the Warrant. Such Buyer The Holder acknowledges that the Holder has been given afforded the opportunity to (i) meet with the management of the Company and to ask questions of of, and receive answers from the Seller from, such management and the Company's counsel about the business and affairs of the Company and concerning the terms and conditions of the Sharesoffering of this Warrant, and the business and financial condition of the Company and (ii) to obtain any additional information information, to the extent that the Seller possesses Company possessed such information or can could acquire it without unreasonable effort or expense that is expense, necessary to assist such Buyer in evaluating verify the advisability accuracy of the purchase information otherwise obtained by or furnished to the Holder in connection with the offering of this Warrant. The Holder asserts that it may be considered to be a sophisticated investor, is familiar with the Shares and an investment risks inherent in speculative investments such as in the Company, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in this Warrant and the Common Stock issuable upon exercise of this Warrant, and is able to bear the economic risk of the investment. Such Buyer is The Holder acknowledges and agrees that this Warrant and, except as otherwise provided in the Registration Rights Agreement between the original Holder and the Company, as amended or modified from time to time (the "Registration Rights Agreement"), the Common Stock issuable upon exercise of this Warrant (if any) have not relying on been (and at the time of acquisition by the Holder, will not have been or will not be), registered under the Securities Act or under the securities laws of any oral representation made by state, in reliance upon certain exemptive provisions of such statutes. The Holder recognizes and acknowledges that such claims of exemption are based, in part, upon the representations of the Holder contained herein. The Holder further recognizes and acknowledges that because this Warrant and, except as provided in the Registration Rights Agreement, the Common Stock issuable upon exercise of this Warrant (if any) are unregistered, they may not be eligible for resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any person applicable state securities laws, or pursuant to a valid exemption from such registration requirements. Unless the shares of Common Stock have theretofore been registered for resale under the Securities Act, the Company may require, as a condition to the Company or its operationsissuance of Common Stock upon the exercise of this Warrant, financial condition or prospects. Such Buyer is an “accredited investor” a confirmation as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation date of exercise of the Public Offering Holder's representations pursuant to this Section 17 (whether and either at which confirmation may be given by so indicating on the election of the Company or such Buyer for any reasonsubscription form annexed hereto), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents Stockholder is aware that the Buyer's Securities issued or issuable pursuant to this Agreement have not been registered under the Securities Act or any applicable state securities laws, and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares Buyer's Securities will not be transferable offered or sold in the absence of registration under the Securities Act and any circumstances unless registered by the Company in accordance with federal and applicable state securities laws or sold in compliance with an exemption under from the registration requirements of the Securities Act and any applicable state securities laws, which shall be accompanied by an opinion of counsel to such laws selling Stockholder satisfactory to NetSol and its counsel that registration of such securities is not required. Each Stockholder agrees not to transfer complies the NetSol's Securities in violation of the provisions of any applicable federal or state securities laws. In this connection, each Stockholder represents that he/she or it is familiar with all applicable lock-up restrictions on such Buyer (as described in Rule 144 and Rule 145 promulgated by the Company’s draft registration statement on Form S-1SEC pursuant to the Securities Act, as may presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Each Stockholder understands that the offering and sale of the NetSol Securities is intended to be amended (exempt from registration under the “Registration Statement”)Securities Act, by virtue of the private placement exemption provided by Rule 505 and/or 506 of Regulation D promulgated under the Securities Act and/or Section 4(2) of 1933the Securities Act, as amended (based, in part, upon the “Act”)representations, relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands warranties and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictionsagreements contained in this Agreement, and (b) a stock escrow agreement with respect to NetSol may rely on such sharesrepresentations, warranties and agreements in each case as described in connection therewith. Each Stockholder is acquiring the Registration StatementBuyer's Securities for his/her or its own account and for investment, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to the distribution thereof or for the resale, distribution, subdivision with any present intention of distributing or fractionalization thereof; and such Buyer has no present plans to enter into selling any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the SharesBuyer's Securities except in compliance with the Securities Act. Each Stockholder represents that by reason of his/her or its business and financial experience, and the business and financial condition experience of the Company and (ii) obtain any additional information that the Seller possesses those persons, if any, retained Stockholder to advise him/her or can acquire without unreasonable effort it with respect to his/her or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an its investment in the Company. Such Buyer is not relying on any oral representation made by any person Buyer's Securities, such Stockholder together with such advisors have knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the Company merits and risk of the prospective investment. The financial condition and investments of each of Stockholder are such that such Stockholder is in a financial position to hold the Buyer's Securities for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, his/her or its operations, financial condition investment in the Buyer's Securities. Each Stockholder has carefully examined this Agreement and all exhibits and schedules thereto and NetSol's previous SEC Filings. Each Stockholder acknowledges that NetSol has made available to him/her or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by it all documents and information that such Stockholder has requested relating to NetSol and has provided answers to all of such Stockholder questions concerning NetSol and/or the Securities and Exchange Commission under the ActNetSol Securities. In evaluating the event such Buyer does not join the Board of Directors suitability of the Company upon the consummation acquisition of the Public Offering Buyer's Securities hereunder, each Stockholder has not relied upon any representations or other information (whether and either at oral or written) other than as set forth in the election of the Company Buyer's SEC filings or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyas contained herein.

Investment Representations. Each Buyer The holder hereof (and each subsequent -------------------------- holder) represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges the Company that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares this Warrant is being acquired for the foreseeable future holder's own account and is able to bear for the risk purpose of that investment and not with a view to, or for an indefinite periodsale in connection with, the distribution thereof, nor with any present intention of distributing or selling the Warrant or the Common Stock issuable upon exercise or conversion of the Warrant. Such Buyer The holder hereof acknowledges and hereby agrees that the Shares Warrant and the Common Stock issuable upon exercise or conversion of the Warrant (if any) have not been (and at the time of acquisition by such holder, will not have been or will not be) registered under the Securities Act or under the securities laws of any state, in reliance upon certain exemptive provisions of such statutes. The holder hereof recognizes and acknowledges that because the Warrant and the Common Stock issuable upon exercise or conversion of the Warrant (if any) are unregistered, they are not presently eligible for resale, and may only be transferable resold in the future pursuant to an effective registration statement under the Securities Act and any circumstances unless registered applicable state securities laws, or pursuant to a valid exemption from such registration requirements. Each subsequent holder hereof shall be required to make all of the representations which are required by this Section 20 to be made by the initial holder hereof, including without limitation the representations which are contained in the Agreement. The Company in accordance with federal and state securities laws shall not be required to register the transfer of the Warrant or sold in compliance any Common Stock into which the Warrant may be converted on the books of the Company unless the Company shall have been provided at the transferor's expense with an exemption under such laws and opinion of counsel reasonably satisfactory to the Company prior to such transfer complies with all applicable lock-up restrictions on such Buyer (as described in to the Company’s draft effect that registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (amended, or any applicable state securities laws is not required in connection with the “Act”)transaction resulting in such transfer. The Warrant shall bear the restrictive legend set forth at the beginning of this Warrant, relating to and any share certificate issued upon conversion shall bear a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees comparable legend, except that Buyer will such restrictive legend shall not be required to execute and deliver (a) a letter agreement including, among other provisions, if the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions opinion of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as counsel reasonably satisfactory to the Company or its operations, financial condition or prospects. Such Buyer referred to above is an “accredited investor” as defined to the further effect that such legend is not required in Regulation D promulgated by order to establish compliance with the provisions of the Securities Act of 1933, as amended, and Exchange Commission any applicable state securities laws, or if the transfer is made in accordance with the provisions of Rule 144 under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyact.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such follows: such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its his or her investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), Statement relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such the foregoing transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the such Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by of the rules of the Securities and Exchange Commission (the “SEC”). Such Seller is acquiring the Priceline Shares for investment, for its own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act. Such Seller acknowledges and understands that the Priceline Shares constitute “restricted securities” under the ActSecurities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of such Seller’s investment intent as expressed herein. In Such Seller understands that the event Priceline Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such Buyer does not join registration is available. Such Seller further acknowledges and understands that Priceline is under no obligation to register the Board of Directors Priceline Shares. Such Seller understands that the certificate evidencing the Priceline Shares will be imprinted with a legend which (a) prohibits the transfer of the Company upon the consummation of the Public Offering (whether and either at the election of the Company Priceline Shares unless they are registered or such Buyer for registration is not required in the opinion of counsel satisfactory to Priceline and any reason)other legend required under applicable Laws and (b) sets forth the restriction provided in Section 6.6. Such Seller is familiar with the provisions of Rule 144 promulgated under the Securities Act, then the Buyer shall promptly return the Shares which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from an issuer or an affiliate thereof, in a non-public offering subject to the Companysatisfaction of certain conditions.

Investment Representations. (i) Each Buyer represents Shareholder has received this Agreement and warrantscarefully read such Agreement; the decision to acquire CAE Common Shares has been taken solely in reliance upon the information contained in this Agreement, with respect to himself or herself only, and such other written information supplied by an authorized representative of CAE as set forth hereineach Shareholder may have requested. Such Buyer hereby Each Shareholder acknowledges that an all documents, records and books pertaining to this investment in the Shares involves certain significant risks. Such Buyer has no need have been made available for liquidity in inspection by such Shareholder, its investment in the Shares for the foreseeable future attorneys, accountants and is able purchaser representatives upon request prior to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statementtendering this Agreement, and that it has been informed by CAE that its books and records will be available for inspection by each Shareholder or its agents and representatives at any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes onlytime, and are not being purchased with from time to time, during reasonable business hours and upon reasonable notice. Each Shareholder further acknowledges that it (or its advisors, agents and/or representatives) has had a view to or for the resale, distribution, subdivision or fractionalization thereof; reasonable and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the adequate opportunity to (i) ask questions of and receive answers from the Seller and the Company CAE concerning the terms and conditions of the acquisition of CAE Common Shares, the nature of CAE Common Shares and the business and financial condition operations of CAE, and to obtain from CAE such additional information, to the Company and (ii) obtain any additional information that the Seller possesses extent possessed or can acquire obtainable without unreasonable effort or expense that expense, as is necessary to assist such Buyer in evaluating verify the advisability accuracy of the purchase information contained in this Agreement or otherwise provided by CAE; all such questions have been answered by CAE to the full satisfaction of the Shares and an investment in the Companyeach Shareholder. Such Buyer No Shareholder is not relying on upon any oral representation made information furnished by CAE or any other person in connection with its investment decision, and in any event, no such oral information has been furnished to any Shareholder which is in any way inconsistent with or contradictory to any information contained in this Agreement, or otherwise provided to any Shareholder by CAE in writing as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companydescribed above.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. follows: Such Buyer hereby acknowledges that an investment in the Ordinary Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Ordinary Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Ordinary Shares will not be transferable under any circumstances unless registered by the Company Buyer either registers the Ordinary Shares in accordance with federal and state securities laws or sold in compliance finds and complies with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”))Buyer. Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Ordinary Shares bear a legend referring to such the foregoing transfer restrictions. The Ordinary Shares are being acquired solely for such Buyer’s 's own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Ordinary Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Ordinary Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “"accredited investor” " as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board Securities Act of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company1933.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in Emerxxx xx acquiring the Shares involves certain significant risksand the Warrants for its own account, for investment, and not with a view toward the resale or distribution thereof. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to Emerxxx xxxerstands that it must bear the economic risk of that such investment for an indefinite period. Such Buyer acknowledges period of time because the sale and hereby agrees that issuance of the Shares will and the Warrants are not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933or any applicable state securities laws, and may not be resold unless subsequently registered under the Securities Act and such other laws, or unless an exemption from such registration is available. Emerxxx xxxo understands that, except as amended (provided in the “Act”)Registration Rights Agreement, relating to a it is not contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer any registration will be required made under the Securities Act to execute permit resale of the Shares and deliver Warrants. Emerxxx xxxees not to pledge, transfer, convey or otherwise dispose of any of the Shares and the Warrants, except in a transaction that is the subject of either (ai) an effective Registration Statement under the Securities Act and any applicable state securities laws, or (ii) an exemption under the Securities Act or such state securities laws. Emerxxx xxxees that each certificate representing Shares or Warrants will contain a letter agreement includingrestrictive legend restricting the sale, among transfer or other provisions, disposition of the foregoing Shares or Warrants unless the Shares and/or Warrants are registered under the Securities Act or laws or exemptions from registration are available. Emerxxx xxxnowledges that stop transfer restrictionsinstructions will be given to SSG's transfer agent for the Shares. Emerxxx xxxther acknowledges that is has received copies of the Reports and has had the opportunity to ask questions of, and (b) a stock escrow agreement receive answers from, officers of SSG with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company SSG and (ii) to obtain any additional information that the Seller possesses necessary to verify such information or can acquire it without unreasonable effort or expense expense. Emerxxx xxxther represents that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer it is an “"accredited investor” " as such term is defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.of

Investment Representations. Each Buyer The Partnership, in connection with its acquisition of the Monarch Common Stock, represents and warrants, with respect to himself or herself only, that it is an "accredited investor" as set forth herein. Such Buyer hereby acknowledges that an investment such term is defined in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), Rule 501 under the Securities Act of 1933, as amended (the “"Securities Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)"). Such Buyer further understands and agrees The Partnership represents to the Purchaser that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, it is acquiring the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely Monarch Common Stock for such Buyer’s its own account, for investment purposes only, only and are not being purchased with a view to, or any present intention of, effecting a distribution of such securities or any part thereof, except pursuant to a registration statement or for an exemption available under applicable securities laws or in connection with the resale, dissolution of the Partnership or a distribution paid to its partners. In the event of the transfer of the Monarch Common Stock in connection with such dissolution or distribution, subdivision the Partnership agrees that it shall be a condition to such transfer that each partner as to itself shall have made representations and warranties to Purchaser substantially similar to those made by the Partnership in this Section 4.30 or fractionalization thereof; such other representations and warranties as are reasonably satisfactory to Monarch and its counsel. The Partnership acknowledges that the Monarch Common Stock has not been registered under the Securities Act or the securities laws of any state or other jurisdiction and cannot be disposed of unless it is subsequently registered under the Securities Act and any applicable state laws or exemption from such Buyer registration is available. The Partnership represents and warrants that it has no present plans such knowledge and experience in financial and business matters, that it is capable of evaluating the merits and risks of the investment contemplated by this Agreement and the transactions contemplated hereby and the transactions referred to enter into any contractherein and making an informed investment decision with respect thereto. The Partnership further represents and warrants that it has received or had access to all information that it considers necessary or advisable to enable it to make an informed decision to acquire the Monarch Common Stock, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer and the Partnership has been given the had an opportunity to (i) ask questions of and receive answers from the Seller and the Company Monarch concerning the terms and conditions of the Sharesthis investment, and all such questions, if any, have been answered to the business and financial condition full satisfaction of the Company Partnership. The Partnership and (ii) obtain any additional information the General Partner and Limited Partner acknowledge and agree that a legend substantially in accordance with the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability following shall be typed on each certificate evidencing shares of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operationsMonarch Common Stock issued hereunder: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering AS AMENDED (whether and either at the election of the Company or such Buyer for any reasonTHE "ACT"), then the Buyer shall promptly return the Shares to the Company.OR ANY STATE SECURITIES OR BLUE

Investment Representations. Each Buyer represents and warrants(i) The Purchaser is acquiring the Sponsor Warrants and, with respect to himself or herself onlyupon exercise of the Sponsor Warrants, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in issuable upon such exercise (collectively, the Shares "Securities"), for the foreseeable future Purchaser's own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. (ii) The Purchaser is able to bear the risk (i) an "accredited investor" as such term is defined in Rule 501(a)(3) of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), Regulation D under the Securities Act of 1933, as amended (the “"Securities Act”)") or (ii) not a "U.S. Person" as defined in Rule 902 of Regulation S ("Regulation S") under the Securities Act. (iii) The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser's compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities. 3 (iv) The Purchaser did not enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. (v) The Purchaser has been furnished with all materials relating to a contemplated underwritten public offering the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Company Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities. (vi) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the “Public Offering”))Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities. Such Buyer further (vii) The Purchaser understands and agrees that Buyer will be required to execute and deliver that: (a) a letter agreement includingthe Securities have not been and are not being registered under the Securities Act or any state securities laws, among other provisionsand may not be offered for sale, the foregoing transfer restrictionssold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) a stock escrow agreement with respect to such shares, in each case except as described specifically set forth in the Registration StatementRights Agreement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and neither the Company concerning nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the SharesPurchaser understands that the U.S. Securities and Exchange Commission (the "Commission") has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination, are deemed to be "underwriters" under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the certain requirements of such Rule, and the business and financial condition Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Company Securities Act. (viii) The Purchaser has such knowledge and (ii) obtain any additional information that experience in financial and business matters, knows of the Seller possesses or can acquire without unreasonable effort or expense that high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is necessary to assist such Buyer in capable of evaluating the advisability merits and risks of the purchase of the Shares and an investment in the CompanySecurities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. Such Buyer is not relying on any oral representation made The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by any person as the investment in the Securities. The Purchaser can afford a complete loss of its investments in the Securities. Section 4. Conditions of the Purchaser's Obligations. The obligations of the Purchaser to purchase and pay for the Sponsor Warrants are subject to the Company fulfillment, on or its operationsbefore each Closing Date, financial condition or prospectsof each of the following conditions: A. Representations and Warranties. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities The representations and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors warranties of the Company upon the consummation contained in Section 2 shall be true and correct at and as of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), each Closing Date as though then the Buyer shall promptly return the Shares to the Company.made. 4 B.

Investment Representations. Each Buyer This Agreement is made with Purchaser in reliance upon Purchaser’s representation to the Company, which by Purchaser’s acceptance hereof Purchaser confirms, that the Common Stock which Purchaser will receive will be acquired with Purchaser’s own funds for investment for an indefinite period for Purchaser’s own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that Purchaser has no present intention of selling, granting participation in, or otherwise distributing the same, but subject, nevertheless, to any requirement of law that the disposition of Purchaser’s property shall at all times be within Purchaser’s control. By executing this Agreement, Purchaser further represents and warrantsthat Purchaser does not have any contract, understanding or agreement with any person to sell, transfer, or grant participation to such person or to any third person, with respect to himself any of the Common Stock. Purchaser understands that the Common Stock will not be registered or herself onlyqualified under applicable U.S. federal, as state or foreign securities laws on the ground that the sale provided for in this Agreement is exempt from registration or qualification under applicable U.S. federal, state or foreign securities laws and that the Corporation’s reliance on such exemption is predicated on Purchaser’s representations set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby Purchaser agrees that in no event shall Purchaser make a disposition of any of the Shares will not be transferable under any circumstances Common Stock unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to until (i) ask questions of and receive answers from the Seller and Purchaser shall have notified the Company concerning the terms and conditions of the Shares, proposed disposition and shall have furnished the business and financial condition Company with a statement of the Company circumstances surrounding the proposed disposition and (ii) obtain any Purchaser shall have furnished the Company with an opinion of counsel satisfactory to the Company to the effect that (A) such disposition will not require registration or qualification of such Common Stock under applicable U.S. federal, state or foreign securities laws or (B) appropriate action necessary for compliance with the U.S. federal, state or foreign securities laws has been taken or (iii) the Company shall have waived, expressly and in writing, its rights under clauses (i) and (ii) of this Section. In connection with the investment representations made herein, Purchaser represents that Purchaser is able to fend for himself or herself in the transactions contemplated by this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of Purchaser’s investment, has the ability to bear the economic risks of Purchaser’s investment and has been furnished with and has had access to such information as would be made available in the form of a registration statement together with such additional information that the Seller possesses or can acquire without unreasonable effort or expense that as is necessary to assist such Buyer in evaluating verify the advisability accuracy of the purchase of the Shares information supplied and an investment in the Company. Such Buyer is not relying on any oral representation made to have all questions answered by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer Principal hereby several and not jointly represents and warrants, with respect warrants to himself or herself only, MGMT that: Such Principal is an “accredited investor” as set forth herein. Such Buyer hereby acknowledges that an investment defined in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk Rule 501 of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), relating is financially able to a bear the economic risks of acquiring the Shares and the other transactions contemplated underwritten public offering by the Company (the “Public Offering”))hereby, and has no need for liquidity in this investment. Such Buyer further understands Principal has such knowledge and agrees that Buyer will be required to execute experience in financial and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictionsbusiness matters in general, and (b) a stock escrow agreement with respect to such sharesbusinesses of a nature similar to the business of MGMT, in each case so as described in to be capable of evaluating the Registration Statementmerits and risks of, and that any certificates evidencing making an informed business decision with regard to, the acquisition of the Shares. Such Principal is acquiring the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s his own account, for investment purposes only, account and are not being purchased with a view to or for resale in connection with any distribution or public offering thereof, within the resalemeaning of any applicable securities laws and regulations, distribution, subdivision unless such distribution or fractionalization thereof; and offering is registered under the Securities Act or an exemption from such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalizationregistration is available. Such Buyer Principal has been given the opportunity to (i) ask questions of and receive answers from received all the Seller and information he has deemed necessary to make an informed investment decision with respect to the Company concerning the terms and conditions acquisition of the Shares, and including the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by MGMT has filed publicly with the Securities and Exchange Commission (the “SEC”), (ii) had an opportunity to make such investigation as he has desired pertaining to MGMT and the acquisition of an interest therein, and to verify the information which is, and has been, made available to him and (iii) had the opportunity to ask questions of MGMT concerning its business and operations. Such Principal has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Such Principal realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the SEC under the Securities Act. In , the event such Buyer does not join the Board of Directors resale of the Company Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Such Principal understands that any resale of the Shares by him must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for MGMT at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Such Principal acknowledges and consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS.” Such Principal understands that the Shares are being sold to such Principal pursuant to the exemption from registration and that MGMT is relying upon the consummation representations made herein as one of the Public Offering (whether and either at bases for claiming the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyexemption.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and Such Seller: (ba) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Commission Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and such Seller has complied with the requirements set forth in Section 7.7(b), and (iii) are subject to additional restrictions on transfer pursuant to such Seller’s Lock-Up Agreement (if applicable); (d) is aware that an investment in Pubco is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that unless otherwise agreed Pubco is under no obligation hereunder to register the Exchange Shares under the Securities Act. In Such Seller does not have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), such Seller is capable of evaluating the risks and merits of an investment in Pubco and of protecting its interests in connection with this investment. Such Seller has carefully read and understands all materials provided by or on behalf of Pubco, DMAC or their respective Representatives to such Seller or such Seller’s Representatives pertaining to an investment in Pubco and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Such Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Such Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by Pubco, DMAC or their respective Representatives. Such Seller acknowledges and agrees that, except as set forth in Article IV (including the related portions of the DMAC Disclosure Schedules) and Article V, no representations or warranties have been made by Pubco, Merger Sub, DMAC or any of their respective Representatives, and that such Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in Pubco or (ii) the consummation profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Such Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each The Members are acquiring, or will acquire, the shares of Buyer represents Common Stock for their own account with the present intention of holding such securities for purposes of investment, and warrantsit has no intention of distributing such shares of Buyer Common Stock, with respect or selling, transferring or otherwise disposing of such shares of Buyer Common Stock in a public distribution, in any of such instances, in violation of the federal securities laws of the United States of America. The Member understands that (a) the shares of Buyer Common Stock will be “restricted securities,” as defined in Rule 144 promulgated under the Securities Act; (b) such shares of Buyer Common Stock will be subject to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment restrictions on transfer and will be issued in reliance on exemptions for private offerings contained in Section 4(a)(2) of the Shares involves certain significant risks. Such Securities Act; (c) the Buyer has no need obligation to so register the shares of Buyer Common Stock for liquidity in its investment in resale; and (d) the Shares shares of Buyer Common Stock may not be distributed, re-offered or resold except through a valid and effective registration statement or pursuant to a valid exemption from the registration requirements under the Securities Act at such time as the shares of Buyer Common Stock become eligible for resale by the Member. The Member acknowledges that upon any future distribution by him of the shares of Buyer Common Stock to any other third party, as a condition precedent to such distribution, the receiving party(ies) will be required to execute agreements for the foreseeable future benefit of Buyer in a form and is able substance satisfactory to bear it acknowledging and consenting to the risk of that foregoing investment for an indefinite period. Such Buyer acknowledges representations and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such transfer. The certificates evidencing the shares of Buyer (as described in Common Stock shall contain the Company’s draft registration statement on Form S-1, as may be amended (the following legend: “Registration Statement”), The shares of common stock evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees shares may not be sold, transferred, pledged, hypothecated or otherwise disposed of unless they have been so registered or Bright Mountain Media, Inc. shall have received an opinion of counsel satisfactory to it to the effect that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing registration thereof for purposes of transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission required under the Act. In Act or the event such Buyer does not join the Board securities laws of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companystate.”

Investment Representations. Each Buyer Management Investor represents -------------------------- and warrants, with respect warrants to himself Sub that (a) he is acquiring the Acquired Securities being acquired hereunder or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (Management Investor's Option Agreement without a view to the distribution thereof except as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under permitted by the Securities Act of 1933, as amended amended, and the General Rules and Regulations thereunder (the “"Act”"), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect he has been advised that the Sub Common Stock has not been and the other Acquired Securities will not be registered under the Act, the Acquired Securities must be held indefinitely and such Management Investor must continue to such shares, in each case as described bear the economic risk of the investment in the Registration StatementAcquired Securities unless they are subsequently registered under the Act or an exemption from such registration is available, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or no public market for the resaleAcquired Securities can be anticipated, distribution(c) he is familiar with the business and financial condition, subdivision or fractionalization thereof; properties, operations and such Buyer has no present plans to enter into any contractprospects of Sub and the Company and the terms and the effects of the Merger, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer (d) he has been given the opportunity to (i) obtain any information or documents and to ask questions of and receive answers from the Seller about Sub and the Company concerning the terms and conditions of the Shares, and the business and prospects of Sub and the Company that he deems necessary to evaluate the merits and risks related to his investment in the Acquired Securities, including, without limitation, information, documents, questions and answers related to the Merger, and no representations concerning such matters or any other matters have been made to the Management Investor, (e) his financial condition is such that he can afford to bear the economic risk of holding the unregistered Acquired Securities for an indefinite period of time and he has adequate means for providing for his current needs and personal contingencies, and (f) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Company Acquired Securities as contemplated by this Agreement. Each Management Investor acknowledges that this Agreement constitutes, and accordingly the Acquired Securities are to be issued pursuant to, either (i) a written compensatory or benefit plan satisfying the requirements of Rule 701 promulgated under the Act or (ii) obtain any additional information that another exemption from the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability registration requirements of the purchase of the Shares federal and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companystate securities laws.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, Such Seller (a) is either not a “U.S. Person,” as set forth herein. Such Buyer hereby acknowledges that an investment such term is defined in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk Rule 902 of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), Regulation S under the Securities Act Act, or is an “accredited investor,” as such term is defined in Rule 501(a) of 1933, as amended (Regulation D under the “Securities Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and ; (b) a stock escrow agreement with respect to such shares, in each case as described in is acquiring its portion of the Registration Statement, and that any certificates evidencing the Exchange Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, itself for investment purposes only, and are not being purchased with a view towards any resale or distribution of such Exchange Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available, and (iii) are subject to additional restrictions on transfer pursuant to such Seller’s Lock-Up Agreement; and (d) is aware that an investment in Buyer is a speculative investment and is subject to the risk of complete loss. Such Seller does not have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. Such Seller is capable of evaluating the risks and merits of an investment in Buyer and of protecting its interests in connection with this investment. Such Seller has carefully read and understands all materials provided by or on behalf of Buyer or its Representatives to such Seller or such Seller’s Representatives pertaining to an investment in Buyer and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Such Seller acknowledges that the resaleExchange Shares are subject to dilution for events not under the control of such Seller. Such Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, distributionaccountant, subdivision financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or fractionalization advice by Buyer or its Representatives. Such Seller acknowledges and agrees that, except as set forth in Article III (including the related portions of the Buyer Disclosure Schedules), no representations or warranties have been made by Buyer or any of its Representatives, and that such Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event of the distribution of any cash, property or other interest in Buyer or (ii) the profitability or value of the Exchange Shares in any manner whatsoever. Such Seller: (A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and has declined to do so); (B) has had the full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the contents hereof and the meaning, intent and legal effect thereof; and such Buyer (E) is competent to execute this Agreement and has no present plans to enter into any contractexecuted this Agreement free from coercion, undertaking, agreement duress or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents Lilly hereby acknowledges, represents, warrants and warrantsagrees as follows: Lilly has reviewed the SEC Reports and the financial statements contained therein. Lilly acknowledges that the Company has made available to Lilly all documents and information that it has requested relating to the Company and has provided answers to all of its questions concerning the Company and the Shares. In evaluating the suitability of the acquisition of the Shares hereunder, with respect to himself Lilly has not relied upon any representations or herself only, other information (whether oral or written) other than as set forth in the SEC Reports or as contained herein. Such Buyer hereby acknowledges Lilly is an "accredited investor" as defined in Rule 501(a)(3) of the Securities Act. Lilly understands that an investment in the offering of the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless been registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act or the securities laws of 1933any state or other jurisdiction and that such Shares must be held indefinitely unless an exemption from registration is available. Lilly understands that the offering and sale of the Shares is intended to be exempt from registration under the Securities Act, as amended (by virtue of Section 4(2) and/or Section 4(6) of the “Act”)Securities Act and the provisions of Regulation D promulgated thereunder, relating to a contemplated underwritten public offering by based, in part, upon the representations, warranties and agreements of Lilly contained in this Agreement and the Company (may rely on such representations, warranties and agreements in connection therewith. Lilly will not transfer the “Public Offering”))Shares in violation of the provisions of any applicable Federal or state securities statute. Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, Lilly is acquiring the foregoing transfer restrictionsShares for investment, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to the resale or for the resale, distribution, subdivision or fractionalization distribution thereof; and such Buyer it has no present plans to enter into any contractintention of selling, undertakingnegotiating, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions otherwise disposing of the Shares. Lilly's financial condition and investments are such that it is in a financial position to hold the Shares for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, such Shares. In addition, by virtue of its expertise, the advice available to it, and its previous investment experience, Lilly has extensive knowledge and experience in financial and business matters, investments, securities, and financial condition private placements and the capability to evaluate the merits and risks of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made transactions contemplated by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companythis Agreement.

Investment Representations. Each Buyer In connection with the acquisition of the Common Stock, the Series A Preferred Stock and the Junior Note, Triad represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees warrants that the Shares Common Stock, the Series A Preferred Stock and the Junior Note are being purchased for investment purposes only and not with a view to distribution or other transfer and will be held for its own individual account. Further, it is understood that such Common Stock, the Series A Preferred Stock and the Junior Note have not be transferable under any circumstances unless been registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Federal Securities Act of 1933, as amended (the “"1933 Act”"), relating to a contemplated underwritten public offering by or under the Company (State Securities Laws, in reliance upon exemption from registration contained in those acts. Triad acknowledges that ILD's reliance upon such exemptions is based in part on the “Public Offering”))representations, warranties, and agreements of Triad contained in this Agreement. Such Buyer further understands Triad acknowledges and agrees that Buyer will be required to execute and deliver (a) a letter agreement includingit may not sell, among other provisionstransfer, assign or otherwise dispose of the Common Stock, the foregoing transfer restrictions, Series A Preferred Stock or the Junior Note unless there is in effect a registration statement under the 1933 Act and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to all applicable state securities laws covering such transfer restrictionsor unless such transfer is exempt from the registration requirements of the 1933 Act and all applicable State Securities Laws. The Shares are being acquired solely for such Buyer’s own accountTriad further represents and warrants to ILD that ILD has made available to Triad, for investment purposes onlyprior to the date hereof, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and to receive answers from the Seller representatives of ILD and the Company concerning the terms Intellicall and conditions of the Shares, and the business and financial condition of the Company and (ii) to obtain any additional information that to the Seller extent ILD or Intellicall possesses such information or can could acquire it without unreasonable effort or expense that is necessary expense: (i) relative to assist such Buyer in evaluating the advisability of the purchase of the Shares ILD and an investment in the CompanyCommon Stock, the Series A Preferred Stock and the Junior Note; and (ii) necessary to verify the accuracy of any information, documents, books or records furnished. Such Buyer is not relying on All such materials and information requested by Triad, including any oral representation information requested to verify any information furnished, has been made by any person as available and examined. Triad further represents and warrants to ILD that Triad, together with such other persons, if any, with whom Triad has found it necessary to consult, has sufficient knowledge and experience in business and financial matters to evaluate ILD, and the Company or its operationsrisk of an investment in the Series A Preferred Stock and the Junior Note, financial condition or prospects. Such Buyer is an “accredited investor” as defined without need for the additional information which would be required to be included in Regulation D promulgated by the Securities and Exchange Commission a registration statement effective under the Act1933 Act or any other applicable State Securities Laws. In Triad further represents and warrants to ILD that Triad's investment in the event such Buyer does not join Common Stock, the Board Series A Preferred Stock and the Junior Note shall be in accord with the nature and size of Directors Triad's investments and net worth, and Triad is and shall be financially able to bear the economic risk of its investment, including the ability to afford holding the Series A Preferred Stock and the Junior Note for an indefinite period or to afford a complete loss of Triad's investment therein. Triad has sufficient liquid assets to pay the fully purchase price of the Company upon Series A Preferred Stock and the consummation Junior Note. It is further agreed and understood by Triad that stop-transfer instructions will be noted on the appropriate records of ILD and that a restrictive legend shall be affixed to each Common Stock, the Public Offering (whether Series A Preferred Stock and either at the election of the Company or such Buyer for any reason)Junior Note purchased in accordance with this Agreement, then the Buyer shall promptly return the Shares to the Companyreading as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS IN RELIANCE OF EXEMPTION(S) THEREFROM AND THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH TRANSFER OR SALE IS MADE IN COMPLIANCE WITH ALL FEDERAL AND APPLICABLE STATE SECURITIES LAWS. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE HELD SUBJECT TO, AND THEIR TRANSFER IS RESTRICTED UNDER, THE TERMS OF A SHAREHOLDERS' AGREEMENT DATED AS OF MAY , 1996 BY AND AMONG THE CORPORATION AND CERTAIN OF ITS SHAREHOLDERS, A COPY OF WHICH IS ON FILE AND IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE CORPORATION.

Investment Representations. Each Buyer represents The Warrant Holder acknowledges that the Company may possess such material, non-public information about the Company that has not been disclosed to the Warrant Holder. The Warrant Holder acknowledges and warrantsagrees that except for the representations and warranties set forth in Section 3, the Company makes no representations or warranties with respect to himself itself, its business, results of operations, future prospects, financial condition or herself onlyotherwise and the Warrant Holder is not relying upon any statement of fact or omission to state any fact by the Company. The Warrant Holder has received and carefully reviewed the Company’ s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, all subsequent public filings of the Company with the Securities and Exchange Commission, other publicly available information regarding the Company, and such other information that it and its advisers deem necessary to make its decision to enter into this Agreement. The Warrant Holder has evaluated the merits and risks of the transaction contemplated by this Agreement based exclusively on its own independent review and consultations with such investment, legal, tax, accounting and other advisers as it deemed necessary. The Warrant Holder has made its own decision concerning the transactions contemplated by this Agreement without reliance on any representation or warranty of, or advice from, the Company. Neither the Company nor any of its directors, officers, stockholders, employees and agents (i) has been requested to or has provided the Warrant Holder with any information or advice with respect to the transaction contemplated hereby nor is such information or advice necessary or desired, or (ii) has made or makes any representation as to the Company, the Warrants or the Warrant Documentation except as expressly set forth hereinin Section 3. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer The Warrant Holder acknowledges and hereby understands that the Company possesses material nonpublic information regarding itself not known to the Warrant Holder that may affect the value of the Warrants, (the “Information”), and that the Company is not disclosing the Information to the Warrant Holder. The Warrant Holder understands, based on its experience, the disadvantage to which it is subject due to the disparity of information between the Warrant Holder and the Company. Notwithstanding such disparity, the Warrant Holder has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated hereby. The Warrant Holder agrees that the Shares will not be transferable under any circumstances unless registered by none of the Company or its affiliates, principals, stockholders, directors, officers, employees and agents shall have any liability to the Warrant Holder or its affiliates, principals, stockholders, partners, employees, agents, grantors or beneficiaries, whatsoever due to or in accordance connection with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement non-disclosure of the Information or otherwise as a result of the transaction contemplated hereby, and the Warrant Holder hereby irrevocably waives any claim that it might have based on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act failure of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (to disclose the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictionsInformation. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to Warrant Holder acknowledges that (i) ask questions of and receive answers from the Seller and the Company concerning is relying on the terms Warrant Holder’s representations, warranties, acknowledgments and conditions of agreements in this Agreement as a condition to proceeding with the Sharestransaction contemplated hereby, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares representations, warranties and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to agreements, the Company would not enter into this Agreement or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined engage in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companytransaction.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. follows: Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such the foregoing transfer restrictions. Such Buyer also acknowledges and hereby agrees that such Buyer shall return to the Company for cancellation, at no cost, (i) 2,881 Shares held by each such Buyer to the extent the underwriters’ over-allotment (as described in the Registration Statement) is not exercised in full and (ii) its Buyer Earnout Shares in the event that the last sales price of the Company’s stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within 36 months following the closing of the Company’s initial business combination (as described in the Registration Statement). The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer Purchaser understands that the Shares have not been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrantswarrants as follows: (a) Purchaser has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that he is capable of evaluating the merits and risks of his investment in the Company and has the capacity to protect his own interests. Purchaser must bear the economic risk of this investment indefinitely unless the Shares are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Purchaser to transfer all or any portion of the Shares under the circumstances, in the amounts or at the times Purchaser might propose. (b) Purchaser has been provided by the Company with a copy of Rule 144 promulgated under the Securities Act and has been advised or is aware of the provisions of such rule, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. (c) The Purchaser agrees that he will not sell, pledge, assign, transfer, otherwise dispose of or reduce their risk with respect to himself or herself only(collectively, as set forth herein. Such Buyer hereby acknowledges that an investment in "Transfer") any of the Shares involves certain significant risksunless the Transfer will be made pursuant to an exemption from the registration requirements of the Securities Act or pursuant to an effective registration statement under the Securities Act and pursuant to an exemption from any applicable United States state securities laws or an effective registration or other qualification under any applicable United States state securities laws. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of The Purchaser understands that investment for an indefinite periodexemptions from such registration requirements are limited. Such Buyer (d) The Purchaser acknowledges and hereby agrees that the Shares will not be transferable are subject to certain restrictions as to resale under any circumstances unless registered by the Company in accordance with United States federal and state securities laws laws. The Purchaser agrees and understands that stop transfer instructions will be given to the transfer agent for the Shares and each share certificate, and each certificate delivered on transfer of or sold in compliance with an exemption under substitution for any such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described certificate, shall have affixed a legend in substantially the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), following form: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “"Act”"), relating and have been sold in reliance on the exemption from registration provided by Regulation S under the Act ("Regulation S"). During the period prior to October 20, 1999, in the absence of registration under the Act, the shares represented by this certificate may not be sold, directly or indirectly, within the United States (as defined in Regulation S), to a contemplated underwritten public offering U.S. Person (as defined in Regulation S) or for the account of a U.S. Person." Also notwithstanding anything to the contrary expressed or implied herein, (i) each Purchaser agrees, with respect to the Shares purchased by him, that he will not Transfer the Shares purchased by him until the expiration of the period from the Effective Time until October 20, 1999 (the "Restricted Period"), unless such Transfer will be made pursuant to Regulation S or pursuant to an effective registration statement under the Securities Act, (ii) the Company (agrees that, upon the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required expiration of the Restricted Period, stop transfer instructions to execute and deliver (a) a letter agreement including, among other provisions, the foregoing Company's transfer restrictionsagent shall no longer apply to Shares, and (biii) a stock escrow agreement with respect each Purchaser agrees that the foregoing legend may not be removed prior to such sharesexpiration of the Restricted Period. Purchaser further acknowledges that securities acquired overseas, in each case as described whether or not pursuant to Regulation S, may be resold in the Registration StatementUnited States only if they are registered under the Securities Act or an exemption from registration is available, and in compliance with applicable United States state securities laws. (e) Each Purchaser hereby represents and warrants that any certificates evidencing he is not a "U.S. Person," is not a "Distributor," and is purchasing the Shares bear a legend referring to such transfer restrictions. The in an "Offshore Transaction" as defined in Rule 902 of Regulation S. (f) Purchaser is acquiring the Shares are being acquired solely for such Buyer’s Purchaser's own account, account for investment purposes only, and are not being purchased with a view towards their distribution. (g) Purchaser represents that by reason of his business or financial experience, Purchaser has the capacity to or for protect his own interests in connection with the resaletransactions contemplated in this Agreement. Further, distributionPurchaser is aware of no publication of any advertisement in connection with the transactions contemplated in the Agreement. (h) Purchaser has had an opportunity to discuss the Company's business, subdivision or fractionalization thereof; management and such Buyer financial affairs with directors, officers and management of the Company and has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given had the opportunity to (i) review the Company's operations. Purchaser has also had the opportunity to ask questions of and receive answers from the Seller and from, the Company concerning and its management regarding the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Companythis investment. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company4.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by under the Securities Act; (b) is acquiring its portion of the Exchange Shares and Exchange Commission Warrants for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Shares or Exchange Warrants; (c) has been advised and understands that the Exchange Shares and Exchange Warrants, and upon their issuance the Exchange Warrant Shares, (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws and (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Buyer Shares or Exchange Warrants are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available; and (d) is aware that an investment in Buyer is a speculative investment and is subject to the risk of complete loss. No Seller has any Contract with any Person (other than another Seller) to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Buyer Shares or Exchange Warrants. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), each Seller is capable of evaluating the risks and merits of an investment in Buyer and of protecting its interests in connection with this investment. In Each Seller has carefully read and understands all materials provided by or on behalf of Buyer or its Representatives to such Seller or such Seller’s Representatives pertaining to an investment in Buyer and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Each Seller acknowledges that the Buyer Shares and Exchange Warrants are subject to dilution for events not under the control of such Seller. Each Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth in this Agreement, has not relied upon any representations or advice by Buyer or its Representatives. Each Seller acknowledges and agrees that, except as set forth in Article V (including the related portions of Buyer Disclosure Schedules), no representations or warranties have been made by Buyer or any of its Representatives, and that such Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in Buyer or (ii) the consummation profitability or value of the Public Offering Buyer Shares in any manner whatsoever. Each Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer Member is an “accredited investor” as defined in Regulation D Rule 501(a) promulgated under the Securities Act, is acquiring the shares of Common Stock of WinSonic for his own account, with the present intention of holding such shares for investment and not with a view of participating, directly or indirectly, in any resale or distribution of the shares or any part thereof. By executing this Agreement, each Member further represents that such Member 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 Common Stock of WinSonic. Said Members are not “dealers” of securities (as that term in defined in the Securities Act). Each Member has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the transactions contemplated under this Agreement. Each Member’s financial condition is such that it is able to bear all economic risks of investment in the Common Stock of WinSonic, including a complete loss of its investment therein. The Members acknowledge that WinSonic and AI have provided the Members with adequate access to financial and other information concerning WinSonic as considered necessary or appropriate regarding the Acquisition and the receipt of the Common Stock of WinSonic, and each Member has had the opportunity to ask questions of and receive answers from WinSonic concerning the transactions contemplated by this Agreement and to obtain therefrom any additional information necessary to make an informed decision regarding an investment in WinSonic. Each Member is aware that the Common Stock of WinSonic will not be registered under the Securities Act, and that neither the Common Stock of WinSonic nor any interest therein may be sold, pledged, or otherwise transferred unless such transaction or transactions in the Common Stock of WinSonic is or are registered under the Securities Act or qualify for an exemption under the Securities Act. In this connection, each Member represents that it is familiar with Rule 144 of the Securities and Exchange Commission under (“SEC”), as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. In Each Member understands that the event such Buyer does not join certificates evidencing the Board Common Stock of Directors of WinSonic will bear the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for following legends, in addition to any reason)legend required by applicable state securities laws: “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, then the Buyer shall promptly return the Shares to the CompanyAS AMENDED AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT HAS BEEN MADE OR UNLESS AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS HAVE BEEN ESTABLISHED, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933.”

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Seller (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Commission Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available, and (iii) are subject to additional restrictions on transfer pursuant to such Seller’s Lock-Up Agreement; (d) is aware that an investment in Pubco is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that except as set forth in the Registration Rights Agreement, Pubco is under no obligation hereunder to register the Exchange Shares under the Securities Act. In Such Seller does not have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), such Seller is capable of evaluating the risks and merits of an investment in Pubco and of protecting its interests in connection with this investment. Such Seller has carefully read and understands all materials provided by or on behalf of Pubco, CHC or their respective Representatives to such Seller or such Seller’s Representatives pertaining to an investment in Pubco and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Such Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Such Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by Pubco, CHC, or their respective Representatives. Such Seller acknowledges and agrees that, except as set forth in Article IV (including the related portions of the CHC Disclosure Schedules) and Article V, no representations or warranties have been made by Pubco, Merger Sub, CHC or any of their respective Representatives, and that such Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in Pubco or (ii) the consummation profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Such Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in Purchaser is acquiring the Shares involves solely for his own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. The Purchaser understands that the 2,500,000 shares of Common Stock acquired from Xxxxxxxx Xxxxxx, The Company’s founder and its sole officer and director (the “Founder Shares”), have not been registered under the Securities Act, or under the securities Laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities Laws of certain significant risksstates or unless an exemption from such registration is available. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees The Purchaser understands that the Shares will not be transferable are “restricted securities” under any circumstances unless registered by the Company in accordance with applicable U.S. federal and state securities laws Laws and that, pursuant to these Laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or sold in compliance with an exemption under from such laws registration and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in qualification requirements is available. The Purchaser understands that the Company’s draft registration statement on Form S-1, as may be amended (Seller of the “Registration Statement”), under Founder Shares has no obligation to register or qualify the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”))Founder Shares for resale. Such Buyer The Purchaser further understands and agrees acknowledges that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictionsthere is no assurance that any exemption from registration or qualification will be available, and (b) a stock escrow agreement with respect to such sharesif an exemption from registration or qualification is available, in each case as described in it may be conditioned on various requirements including, but not limited to, the Registration Statementtime and manner of sale, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely holding period for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and on requirements relating to the business and financial condition Seller which are outside of the Company Purchaser’s control (including without limitation any current public information requirements of Rule 144 promulgated under the Securities Act or any similar or successor rule or regulation), and (ii) obtain any additional information that which the Seller possesses is under no obligation and may not be able to satisfy, and therefore that there is no assurance that any such exemption will allow the Purchaser to dispose of, or can acquire without unreasonable effort otherwise transfer, all or expense that is necessary to assist such Buyer in evaluating the advisability any portion of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the CompanyShares.

Investment Representations. (a) Each Buyer represents of the OBI Shareholders and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an Southern Rentals is acquiring shares of UNIFAB Common Stock pursuant hereto for investment in the Shares involves certain significant risks. Such Buyer for its own accounts and has no need for liquidity present intention of reselling or otherwise distributing or participating in its investment in a distribution of such shares, except Southern Rentals may distribute the Shares for shares of UNIFAB Common Stock to be acquired by it hereunder to the foreseeable future Southern Rentals Members upon the liquidation or dissolution of Southern Rentals; (b) each of the OBI Shareholders and is able to bear the risk of Southern Rentals understands that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares such shares will not be transferable registered under any circumstances unless registered by the Company Securities Act, that such shares will be "restricted securities" as that term is used in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in Rule 144 of the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), SEC under the Securities Act of 1933("Rule 144") and that such shares may not be transferred unless they are subsequently registered under the Securities Act and under any applicable State securities law or are transferred in a transfer that is exempt from such registration; (c) UNIFAB is not obligated by this Agreement to register such shares under the Securities Act or under any such state laws and UNIFAB will, as amended (a condition to the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to of any such shares, require that the request for transfer be accompanied by an opinion of counsel, in each case as described form and substance satisfactory to UNIFAB, to the effect that the proposed transfer does not result in a violation of the Registration StatementSecurities Act or any applicable state securities law, and that any certificates evidencing the Shares bear a legend referring to unless such transfer restrictions. The Shares are being acquired solely for is covered by an effective registration statement; (d) such Buyer’s own account, for investment purposes only, shares of UNIFAB Common Stock may not be sold publicly in reliance on the exemption from registration under the Securities Act afforded by Rule 144 unless and are not being purchased with a view to or for until the resale, distribution, subdivision or fractionalization thereofminimum holding period (currently one year) and other requirements of Rule 144 have been satisfied; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (ie) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions each of the SharesOBI Shareholders and Southern Rentals either (x) is an "accredited investor," as that term is defined in Rule 501(a) promulgated by the SEC under the Securities Act, or (y) has such knowledge and the experience in financial and business and financial condition matters that such person is capable of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability risks and merits of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the CompanyUNIFAB.

Investment Representations. Each Buyer Investor represents and warrantswarrants that it is purchasing the Convertible Note and the Initial Shares issuable upon conversion thereof and the Common Shares issuable upon conversion of the Initial Shares (collectively, the "Securities") for its own account, for investment purposes and not with respect a view to himself or herself only, as set forth hereinthe distribution thereof. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby Investor agrees that it will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any of the Shares will not be transferable under Securities (or solicit any circumstances unless registered by offers to buy, purchase, or otherwise acquire or take a pledge of any of the Company in accordance with federal and state securities laws or sold Securities), except in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “"Act”"), relating and the rules and regulations thereunder. In determining to a proceed with the transactions contemplated underwritten public offering hereby, Investor has relied solely on the results of Investor's own independent investigation with respect to the Company, the Common Shares, the Initial Shares and the Additional Shares, upon the representations, warranties, covenants and statements of the Company set forth herein and in the other Transaction Documents and in Investor's own independent investigation of the Company's business. Investor acknowledges that the representations, warranties, covenants and statements to Investor by the Company (the “Public Offering”)). Such Buyer further understands set forth herein and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statementother Transaction Documents constitute the sole and exclusive representations, warranties, covenants and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election statements of the Company or such Buyer for any reason)of its officers, then directors, stockholders of other affiliates in connection with the Buyer shall promptly return transactions contemplated hereby, and Investor understands, acknowledges and agrees that all other representations, warranties, covenants and statements of any kind or nature, whether oral or contained in any writing other than this Agreement and any Exhibit or Schedule hereto and in the Shares to other Transaction Documents and any Exhibit or Schedule thereto are specifically disclaimed by the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. follows: Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (File Number 333-190721) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated an underwritten public offering by the Company (the “Public Offering”)))). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such the foregoing transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.