Common use of Investor Knowledge and Status Clause in Contracts

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities; (ii) the Investor understands that the Securities are “restricted securities” and have not been registered under the Securities Act and is acquiring the Securities in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note Shares and has no arrangement or understanding with any other persons regarding the distribution of the Note Shares; and (iv) the Investor has, in connection with its decision to purchase the Securities, relied upon the representations and warranties of the Company contained herein and the information contained in the SEC Reports. The Investor understands that the issuance of the Securities to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No person is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities; (ii) the Investor understands that the Securities are “restricted securities” and have not been registered under the Securities Act and is acquiring the number of Securities set forth in paragraph 3 of the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting the SecuritiesInvestor’s right to sell Securities pursuant to a Registration Statement filed under the Registration Rights Agreement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor’s right to indemnification under Section 3 of the Registration Rights Agreement); (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities Act except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in paragraph 4 of the Securities Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be acquiring true and correct as of the Note Shares Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the ordinary course Investor has sold all of its business and for its own account for investment only, has Securities or until the Company is no present intention of distributing any of longer required to keep the Note Shares and has no arrangement or understanding with any other persons regarding the distribution of the Note SharesRegistration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Securities set forth in paragraph 3 of the Securities Purchase Agreement, relied upon the representations and warranties of the Company contained herein and the information contained in the SEC Reports. The Investor understands that the issuance of the Securities to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No person (including without limitation the Placement Agent) is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor Investor, solely on behalf of itself, represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to like that involved in the purchase of the SecuritiesShares, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesShares; (ii) the Investor understands that the Securities Shares are “restricted securities” and have not been registered under the Securities Act and is acquiring the Securities number of Shares set forth in paragraph 3 of the Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note such Shares and has no arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not constituting a covenant by the Note SharesInvestor to hold the Shares for any minimum period of time or limiting the Investor’s right to sell Shares at any time pursuant to the Registration Statement or otherwise); (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in paragraph 3 of the Stock Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Shares set forth in paragraph 3 of the Stock Purchase Agreement, relied only upon the representations and warranties of the Company contained herein and all publicly available information disclosed by the information contained in the SEC ReportsCompany. The Investor understands that the issuance of the Securities Shares to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by bona fide nature of the Investor’s investment intent as expressed herein and the information provided in the Investor in this Agreement. No person is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, and the Investor acknowledges that it has not received or relied on any such representationsQuestionnaire.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in restricted securities of micro-cap companies presenting an investment decision similar to that involved in the purchase of the SecuritiesCommon Stock, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesCommon Stock; (ii) the Investor understands that the Securities are shares of Common Stock will be “restricted securities” when issued and will not have not been registered under the Securities Act and is will be acquiring the Securities shares of Common Stock in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note Shares and has no arrangement or understanding with any other persons regarding the distribution of the Note SharesCommon Stock; and (iviii) the Investor has, in connection with its decision to purchase the SecuritiesCommon Stock, relied only upon the representations and warranties of the Company contained herein and the information contained in the SEC Reports. The Investor understands that the issuance of the Securities Common Stock to the Investor has have not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No person is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesShares, and has such business and financial experience as is required to give it the capacity to utilize the information received, to evaluate the risks involved in purchasing the Shares, and to protect its own interests in connection with the purchase of the Shares and is able to bear the risks of an investment in the Shares; (ii) the Investor understands that the Securities Shares are “restricted securities” and have not been registered under the Securities Act and is acquiring the Securities number of Shares set forth on the Signature Page hereto in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note such Shares and has no arrangement or understanding with any other persons regarding the distribution of such Shares ; (iii) the Note SharesInvestor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of a registration statement for the resale of the Conversion Shares (the “Registration Statement”) and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Shares set forth on the signature page hereto, relied only upon the representations and warranties of the Company contained herein and the information contained in the SEC Reportsherein. The Investor understands that the issuance of the Securities Shares to be issued to the Investor has have not been registered under the Securities Act, or registered or qualified under any state securities law, law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by bona fide nature of the Investor’s investment intent as expressed herein, and the Investor is able to bear the economic risk of holding the Shares for an indefinite period of time and can afford a complete loss of its investment. The Placement Agent is not authorized to make any representation or use any information in this Agreement. No connection with the placement, purchase and sale of the Shares, and no person is authorized by the Company to provide any representation that which is inconsistent with or in addition to those contained herein or in the SEC Reports, and the . The Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities; (ii) the Investor understands that the Securities are “restricted securities” and the offer and sale thereof have not been registered under the Securities Act and is acquiring the number of Securities set forth on the signature page hereto in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting the SecuritiesInvestor’s right to sell Securities pursuant to a registration statement, or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty); (iii) the Investor understands that will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Note Debentures, Warrants, or Warrant Shares will be “restricted securities” when issued and will not have been registered under except in compliance with the Securities Act Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the signature page hereto and the Investor Questionnaire attached hereto as Exhibit B and the answers thereto are true and correct as of the date hereof and will be acquiring the Note Shares in the ordinary course of its business true and for its own account for investment only, has no present intention of distributing any correct as of the Note Shares and has no arrangement or understanding with any other persons regarding the distribution of the Note SharesClosing Date; and (ivv) the Investor has, in connection with its decision to purchase the SecuritiesSecurities set forth on the signature page hereto, relied only upon the SEC Reports and the representations and warranties of the Company contained herein and the information contained in the SEC Reportsherein. The Investor understands that the issuance of the Securities to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by bona fide nature of the Investor Investor’s investment intent as expressed herein. The Placement Agent is not authorized to make any representation or use any information in this Agreement. No connection with the placement, purchase and sale of the Securities, and no person is authorized by the Company to provide any representation that which is inconsistent with or in addition to those contained herein or in the SEC Reports, and the . The Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in restricted securities of micro-cap companies presenting an investment decision similar to that involved in the purchase of the SecuritiesSecurities and Note Shares, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities; (ii) the Investor understands that the Securities are “restricted securities” Shares and have not been registered under the Securities Act and is acquiring the Securities in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note, the Note Shares and Shares in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note Shares or Shares and has no arrangement or understanding with any other persons regarding the distribution of the Note Shares or Shares; and (iviii) the Investor has, in connection with its decision to purchase the Securities, relied only upon the representations and warranties of the Company contained herein and the information contained in the SEC Reports. The Investor understands that the issuance of the Securities Securities, and the future issuance of the Note Shares, to the Investor has have not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No person is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company Seller that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the SecuritiesShares, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesShares; (ii) the Investor understands that the Securities Shares are “restricted securities” and have not been registered under the Securities Act and is acquiring the number of Shares set forth in paragraph 3 of the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note such Shares and has no arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Note SharesInvestor’s right to sell Shares pursuant to a registration statement filed under the Investor Registration Rights Agreement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor’s right to indemnification under Section 3 of the Investor Registration Rights Agreements); and (iviii) the Investor haswill not, in connection with its decision directly or indirectly, offer, sell, pledge, transfer or otherwise dispose (each a “Disposition”) of (or solicit any offers to buy, purchase the Securities, relied upon the representations and warranties or otherwise acquire or take a pledge of) any of the Company contained herein Shares except in compliance with the Securities Act, applicable state securities laws and the information contained in the SEC Reportsrespective rules and regulations promulgated thereunder. The Investor understands that the issuance sale of the Securities Shares to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. Agreement and agrees and will assure that the certificates for the Shares shall (until sold under an Investor Registration Statement or Rule 144 or until eligible for resale under Rule 144(k)) have imprinted thereon a transfer restriction legend stating that the Shares have not been registered under the Securities Act and are subject to resale restrictions, in the form attached hereto as Exhibit G. No person (including without limitation the Placement Agent) is authorized by the Company Seller to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reportsherein, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities; (ii) the Investor understands that the Securities are “restricted securities” and the offer and sale thereof have not been registered under the Securities Act and is acquiring the number of Securities set forth on the signature page hereto in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting the SecuritiesInvestor’s right to sell Securities pursuant to the Registration Statement, referenced in Section 6, or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, and the Investor’s right to indemnification under Section 6.3); (iii) the Investor understands that will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Note Shares, Warrants, or Warrant Shares will be “restricted securities” when issued and will not have been registered under except in compliance with the Securities Act Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the signature page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be acquiring true and correct as of the Note Shares Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the ordinary course Investor has sold all of its business and for its own account for investment only, has Securities or until the Company is no present intention of distributing any of longer required to keep the Note Shares and has no arrangement or understanding with any other persons regarding the distribution of the Note SharesRegistration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the SecuritiesSecurities set forth on the signature page hereto, relied only upon the SEC Reports and the representations and warranties of the Company contained herein and the information contained in the SEC Reportsherein. The Investor understands that the issuance of the Securities to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by bona fide nature of the Investor Investor’s investment intent as expressed herein. The Placement Agent is not authorized to make any representation or use any information in this Agreement. No connection with the placement, purchase and sale of the Securities, and no person is authorized by the Company to provide any representation that which is inconsistent with or in addition to those contained herein or in the SEC Reports, and the . The Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities; (ii) the Investor understands that the Securities are “restricted securities” and have not been registered under the Securities Act and is acquiring the number of Securities set forth in paragraph 3 of the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the such Securities in violation of applicable securities laws and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting the SecuritiesInvestor’s right to sell Securities pursuant to a Registration Statement filed under the Registration Rights Agreement or otherwise or hold the Securities for any prescribed time period, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor’s right to indemnification under Section 3 of the Registration Rights Agreement); (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under not, directly or indirectly, offer or sell any of the Securities Act except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in paragraph 4 of the Securities Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be acquiring true and correct as of the Note Shares Closing Date; (v) the Investor will notify the Company promptly of any change in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of such information that occurs prior to the Note Shares and has no arrangement or understanding with any other persons regarding the distribution of the Note SharesClosing Date; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Securities set forth in paragraph 3 of this Agreement, relied upon the representations and warranties of the Company contained herein and the information contained in the SEC ReportsDisclosure Materials. The Investor understands that the issuance of the Securities to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No person (including without limitation the Placement Agent) is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC ReportsDisclosure Materials, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to like that involved in the purchase of the SecuritiesShares, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesShares; (ii) the Investor understands that the Securities Shares are “restricted securities” and have not been registered under the Securities Act and is acquiring the Securities number of Shares set forth in paragraph 3 of the Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note such Shares and has no arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Note SharesInvestor’s right to sell Shares pursuant to the Registration Statement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor’s right to indemnification under Section 6.3); (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in paragraph 3 of the Stock Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Shares set forth in paragraph 3 of the Stock Purchase Agreement, relied only upon the representations and warranties of the Company contained herein and the information contained in the SEC Reportsherein. The Investor understands that the issuance of the Securities Shares to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by bona fide nature of the Investor’s investment intent as expressed herein and the information provided in the Investor in this AgreementQuestionnaire. No person is authorized by the Company to provide any representation that which is inconsistent with or in addition to those contained herein or in the SEC Reports, and the . The Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to like that involved in the purchase of the SecuritiesShares, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesShares; (ii) the Investor understands that the Securities Shares are “"restricted securities” " and have not been registered under the Securities Act and is acquiring the Securities number of Shares set forth in paragraph 3 of the Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note such Shares and has no arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Note SharesInvestor's right to sell Shares at any time pursuant to the Registration Statement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor's right to indemnification under Section 6.3); (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in paragraph 3 of the Stock Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Shares set forth in paragraph 3 of the Stock Purchase Agreement, relied only upon the representations and warranties of the Company contained herein and the information contained in the SEC Reportsherein. The Investor understands that the issuance of the Securities Shares to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by bona fide nature of the Investor's investment intent as expressed herein and the information provided in the Investor Questionnaire. The Placement Agent is not authorized to make any representation or use any information in this Agreement. No connection with the placement, purchase and sale of the Shares, and no person is authorized by the Company to provide any representation that which is inconsistent with or in addition to those contained herein or in the SEC Reports, and the . The Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the SecuritiesShares and the Additional Investment Rights, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesShares and the Additional Investment Rights; (ii) the Investor understands that the Securities Shares and the Additional Investment Rights are “restricted securities” and have not been registered under the Securities Act and is acquiring the number of Shares and Additional Investment Rights set forth in paragraph 3 of the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities such Shares or Additional Investment Rights and has no arrangement or understanding with any other persons regarding the distribution of such Shares and Additional Investment Rights (provided, however, that by making the Securitiesrepresentations herein, the Investor does not agree to hold any of the Shares for any minimum or other specific term and reserves the right to dispose of the Shares or AIR Shares at any time in accordance with or pursuant to an effective registration statement or an exemption under the Securities Act); (iii) the Investor understands that will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Note Shares, the Additional Investment Rights or the AIR Shares will be “restricted securities” when issued and will not have been registered under except in compliance with the Securities Act Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in paragraph 4 of the Securities Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be acquiring true and correct as of the Note Shares Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the ordinary course Investor has sold all of its business and for its own account for investment only, has no present intention of distributing any of the Note Shares and has AIR Shares or until the Company is no arrangement or understanding with any other persons regarding longer required to keep the distribution of the Note SharesRegistration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Shares and the Additional Investment Rights set forth in paragraph 3 of the Securities Purchase Agreement, relied only upon the representations and warranties of the Company contained herein and the information contained in the SEC Reports. The Investor understands that the issuance of the Securities Shares and the Additional Investment Rights to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No person (including without limitation the Placement Agent) is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to like that involved in the purchase of the SecuritiesShares, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesShares; (ii) the Investor understands that the Securities Shares are “restricted securities” and have not been registered under the Securities Act and is acquiring the Securities number of Shares set forth in paragraph 3 of the Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note such Shares and has no arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Note SharesInvestor’s right to sell Shares pursuant to the Registration Statement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor’s right to indemnification under Section 6.3); (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares or the Warrant Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in paragraph 3 of the Stock Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Shares set forth in paragraph 3 of the Stock Purchase Agreement, relied only upon the representations and warranties of the Company contained herein and the information contained in the SEC Reportsherein. The Investor understands that the issuance of the Securities Shares, the Warrants and, upon exercise, the Warrant Shares to the Investor has have not been registered under the Securities Act, or registered or qualified under any state securities law, law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by bona fide nature of the Investor’s investment intent as expressed herein and the information provided in the Investor in this AgreementQuestionnaire. No person is authorized by the Company to provide any representation that which is inconsistent with or in addition to those contained herein or in the SEC Reports, and the . The Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities; (ii) the Investor understands that the Securities are “restricted securities” and have not been registered under the Securities Act and is acquiring the number of Securities set forth in paragraph 3 of the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting the SecuritiesEligible Investor’s right to sell Registrable Securities (as defined in Section 6.1(a)) pursuant to the Registration Statement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor’s right to indemnification under Section 6.4); (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities Act except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in paragraph 4 of the Securities Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be acquiring true and correct as of the Note Shares Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the ordinary course Investor has sold all of its business and for its own account for investment only, has Securities or until the Company is no present intention of distributing any of longer required to keep the Note Shares and has no arrangement or understanding with any other persons regarding the distribution of the Note SharesRegistration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Securities set forth in paragraph 3 of the Securities Purchase Agreement, relied only upon the representations and warranties of the Company contained herein and the information contained in the SEC Reports. The Investor understands that the issuance of the Securities to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No person is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in restricted securities of micro-cap companies presenting an investment decision similar to that involved in the purchase of the SecuritiesCommon Stock, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesCommon Stock; (ii) the Investor understands that the Securities are shares of Common Stock will be “restricted securities” when issued and will not have not been registered under the Securities Act and is will be acquiring the Securities shares of Common Stock in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note Shares and has no arrangement or understanding with any other persons regarding the distribution of the Note SharesCommon Stock; and (iv) the Investor has, in connection with its decision to purchase the SecuritiesCommon Stock, relied only upon the representations and warranties of the Company contained herein and the information contained in the SEC Reports. The Investor understands that the issuance of the Securities Common Stock to the Investor has have not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No person is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants toto the Company on the date hereof and the date of issuance of the Conversion Warrants, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities; (ii) the Investor understands that the Securities are “restricted securities” and have not been registered under the Securities Act and is acquiring the number of Securities set forth in paragraph 3 of the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting the SecuritiesInvestor’s right to sell Registrable Securities (as defined in Section 6.1(a)) pursuant to the Registration Statement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor’s right to indemnification under Section 6.4); (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities Act except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in paragraph 4 of the Securities Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be acquiring true and correct as of the Note Shares Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the ordinary course Investor has sold all of its business and for its own account for investment only, has Securities or until the Company is no present intention of distributing any of longer required to keep the Note Shares and has no arrangement or understanding with any other persons regarding the distribution of the Note SharesRegistration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Securities set forth in paragraph 3 of the Securities Purchase Agreement, relied only upon the representations and warranties of the Company contained herein and the information contained in the SEC Reports. The Investor understands that the issuance of the Securities to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No person is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities; (ii) the Investor understands that the Securities are “restricted securities” and have not been registered under the Securities Act and is acquiring the number of Securities set forth in paragraph 3 of the Securities Purchase Agreement to which this Annex I is attached in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting the SecuritiesInvestor’s right to sell Registrable Securities pursuant to a Registration Statement or otherwise pursuant to an exemption from registration under the Securities Act); (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities Act except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in paragraph 4 of the Securities Purchase Agreement to which this Annex I is attached and the Investor Questionnaire attached hereto as EXHIBIT B for use in preparation of the Registration Statement and the answers thereto are true and correct in all material respects as of the date hereof and will be acquiring true and correct in all material respects as of the Note Shares Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the ordinary course Investor has sold all of its business and for its own account for investment only, has Securities or until the Company is no present intention of distributing any of longer required to keep the Note Shares and has no arrangement or understanding Registration Statement effective with any other persons regarding respect to the distribution of the Note Sharessuch Investor’s Registrable Securities; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Securities set forth in paragraph 3 of the Securities Purchase Agreement, relied only upon the representations and warranties of the Company contained herein and the information contained in the SEC Reports. The Investor understands that the issuance of the Securities to the Investor has have not been registered under the Securities Act, Act or registered or qualified under any state securities law, and that the Securities are being issued in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No person is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities; (ii) the Investor understands that the Securities are “restricted securities” and have not been registered under the Securities Act and is acquiring the Securities in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares and Warrant Shares (together the “Underlying Securities”) will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares Underlying Securities in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note Shares Underlying Securities and has no arrangement or understanding with any other persons regarding the distribution of the Note SharesUnderlying Securities (iv) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities nor any of the Underlying Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (v) the Investor has completed the Investor Questionnaire attached hereto as Exhibit F for use in preparation of the Registration Statement to be filed on Form S-1 (or any similar or successor form with the SEC (the “Registration Statement”)) and for determining the availability of state "Blue Sky" exemptions and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; (vi) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its registrable securities or until the Company is no longer required to keep the Registration Statement effective; and (ivvii) the Investor has, in connection with its decision to purchase the Securities, relied upon the representations and warranties of the Company contained herein and the information contained in the SEC Reports. The Investor understands that the issuance of the Securities to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No person is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to like that involved in the purchase of the SecuritiesShares, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesShares; (ii) the Investor understands that the Securities Shares are “restricted securities” and have not been registered under the Securities Act and is acquiring the Securities number of Shares set forth in paragraph 3 of the Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note such Shares and has no arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Note SharesInvestor’s right to sell Shares at any time pursuant to the Registration Statement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor’s right to indemnification under Section 6.3); (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in paragraph 3 of the Stock Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Shares set forth in paragraph 3 of the Stock Purchase Agreement, relied only upon the representations and warranties of the Company contained herein and the information contained in the SEC Reportsherein. The Investor understands that the issuance of the Securities Shares to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by bona fide nature of the Investor’s investment intent as expressed herein and the information provided in the Investor Questionnaire. The Placement Agent is not authorized to make any representation or use any information in this Agreement. No connection with the placement, purchase and sale of the Shares, and no person is authorized by the Company to provide any representation that which is inconsistent with or in addition to those contained herein or in the SEC Reports, and the . The Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities; (ii) the Investor understands that the Securities are “restricted securities” and have not been registered under the Securities Act and is acquiring the number of Shares and Warrants set forth in paragraph 3 of the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting the SecuritiesInvestor’s right to sell Securities pursuant to a Registration Statement filed under the Registration Rights Agreement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor’s right to indemnification under Section 3 of the Registration Rights Agreement); (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities Act except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in paragraph 4 of the Securities Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be acquiring true and correct as of the Note Shares Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the ordinary course Investor has sold all of its business and for its own account for investment only, has Securities or until the Company is no present intention of distributing any of longer required to keep the Note Shares and has no arrangement or understanding with any other persons regarding the distribution of the Note SharesRegistration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Securities set forth in paragraph 3 of the Securities Purchase Agreement, relied upon the representations and warranties of the Company contained herein and the information contained in the SEC Reports. The Investor understands that the issuance of the Securities to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No To the best of the Investor’s knowledge, no person is (including without limitation the Placement Agent) has been authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the SecuritiesShares, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesShares; (ii) the Investor understands that the Securities Shares are “restricted securities” and have not been registered under the Securities Act and is acquiring the Securities number of Shares set forth in paragraph 3 of the Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note such Shares and has no arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty is not limiting the Note SharesInvestor’s right to sell Shares pursuant to the Registration Statement or pursuant to an exemption from the registration requirements of the Securities Act, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor’s right to indemnification under Section 6.3); (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has filled out paragraph 4of the Stock Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; (v) if necessary to comply with applicable securities laws, the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Shares set forth in paragraph 3 of the Stock Purchase Agreement, relied only upon the representations and warranties of the Company contained herein and the information contained in the SEC Reports. The Investor understands that the issuance of the Securities Shares to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No person other than the Company is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities; (ii) the Investor understands that the Securities are “restricted securities” and have not been registered under the Securities Act and is acquiring the Securities set forth on the Signature Page hereto in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting the SecuritiesInvestor’s right to sell Securities pursuant to the Registration Statement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor’s right to indemnification under Section 6.3); (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities Act except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be acquiring true and correct as of the Note Shares Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the ordinary course Investor has sold all of its business and for its own account for investment only, has Securities or until the Company is no present intention of distributing any of longer required to keep the Note Shares and has no arrangement or understanding with any other persons regarding the distribution of the Note SharesRegistration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the SecuritiesSecurities set forth on the signature page hereto, relied only upon the representations and warranties of the Company contained herein and the information contained in the SEC Reportsherein. The Investor understands that the issuance of the Securities to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by bona fide nature of the Investor Investor’s investment intent as expressed herein. The Placement Agent is not authorized to make any representation or use any information in this Agreement. No connection with the placement, purchase and sale of the Securities, and no person is authorized by the Company to provide any representation that which is inconsistent with or in addition to those contained herein or in the SEC Reports, and the . The Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities; (ii) the Investor understands that the Securities are “"restricted securities” " and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities number of Shares and Investor Warrants set forth in paragraph 3 of the Agreement to which this Annex is attached in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting the SecuritiesInvestor's right to sell the Common Stock pursuant to the Registration Statement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor's right to indemnification under Section 6.3); (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities Act except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in paragraph 3 of the Agreement to which this Annex is attached and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be acquiring true and correct as of the Note Shares Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the ordinary course Investor has sold all of its business Shares, Common Stock and for its own account for investment only, has Warrant Shares or until the Company is no present intention of distributing any of longer required to keep the Note Shares and has no arrangement or understanding with any other persons regarding the distribution of the Note SharesRegistration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Shares and Investor Warrants set forth on the signature page to the Agreement to which this Annex is attached, relied only upon the representations and warranties of the Company contained herein and the information contained in the SEC Reports. The Investor understands that the issuance of the Securities to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by bona fide nature of the Investor Investor's investment intent as expressed herein. The Placement Agent is not authorized to make any representation or use any information in this Agreement. No connection with the placement, purchase and sale of the Securities, and no person is authorized by the Company to provide any representation that which is inconsistent with or in addition to those contained herein or in the SEC Reports, and the . The Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities; (ii) the Investor understands that the Securities are “"restricted securities” " and have not been registered under the Securities Act and is acquiring the Securities set forth in paragraph 3 of the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only, has no present intention and not with a view to or for distributing or reselling such Securities or any part thereof in violation of distributing any of the Securities applicable securities laws and has no arrangement or understanding with any other persons Persons regarding the distribution of such Securities (this representation and warranty not limiting the SecuritiesInvestor's right to sell Securities pursuant to a Registration Statement filed under the Registration Rights Agreement or otherwise or hold the Securities for any prescribed time period, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor's right to indemnification under Section 3 of the Registration Rights Agreement); (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares in the ordinary course of its business and for its own account for investment onlynot, has no present intention of distributing directly or indirectly, offer or sell any of the Note Shares Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder or an exemption therefrom; (iv) the Investor has no arrangement or understanding with any other persons regarding the distribution answered all questions in paragraph 4 of the Note SharesSecurities Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof; (v) the Investor will notify the Company promptly of any change in any of such information that occurs prior to the Closing Date; and (ivvi) the Investor has, in connection with its decision to purchase the SecuritiesSecurities set forth in paragraph 3 of this Agreement, relied upon the representations and warranties of the Company contained herein and the information contained in the SEC ReportsDisclosure Materials. The Investor understands that the issuance of the Securities to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No person Person (including without limitation the Placement Agent) is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC ReportsDisclosure Materials, and the Investor acknowledges that it has not received or relied on any such representations. Such Investor is not a registered broker-dealer under Section 15 of the Exchange Act. "Person" means any individual, sole proprietorship, partnership, joint venture, trust, incorporated organization, association, corporation, limited liability company, institution, public benefit corporation, entity or government (whether federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof).

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the SecuritiesShares, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesShares; (ii) the Investor understands that the Securities Shares are “restricted securities” and have not been registered under the Securities Act and is acquiring the Securities number of Shares set forth in Section 1.1 in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note such Shares and has no arrangement or understanding with any other persons regarding the distribution of such Shares that would violate applicable securities laws; (iii) the Note SharesInvestor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, the Securities Exchange Act of 1934 (the “Exchange Act”), applicable state securities laws and the respective rules and regulations promulgated thereunder, including Regulation M of the Exchange Act; and (iv) the Investor has, has answered all questions in connection with its decision to purchase the Securities, relied upon Confidential Investor Questionnaire attached hereto as Exhibit A and the representations answers thereto are true and warranties correct as of the Company contained herein date hereof and will be true and correct as of the Closing Date; (v) the Investor has answered all questions in the Selling Stockholder Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; and (vi) the Investor will notify the Company promptly of any change in any of such information contained in the SEC ReportsSelling Stockholder Questionnaire until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective. The Investor understands that the issuance of the Securities Shares to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No person is To the best of the Investor’s knowledge, no Person (including without limitation the Placement Agents) has been authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the SecuritiesShares and Warrants, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesShares and Warrants; (ii) the Investor understands that the Securities Shares and Warrants are “each "restricted securities” " and have not been registered under the Securities Act and is acquiring the number of Shares set forth in paragraph 3 of the Securities Purchase Agreement and the Warrant in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities such Shares or Warrants and has no arrangement or understanding with any other persons regarding the distribution of such Shares or Warrants (this representation and warranty not limiting the SecuritiesInvestor's right to sell Shares pursuant to a Registration Statement filed under the Registration Rights Agreement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor's right to indemnification under Section 3 of the Registration Rights Agreement); (iii) the Investor understands that will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Note Shares will be “restricted securities” when issued and will not have been registered under or Warrants except in compliance with the Securities Act Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in paragraph 4 of the Securities Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit D for use in preparation of the Registration Statement and for determining the availability of state "Blue Sky" exemptions and the answers thereto are true and correct as of the date hereof and will be acquiring true and correct as of the Note Shares Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the ordinary course Investor has sold all of its business and for its own account for investment only, has Shares or until the Company is no present intention of distributing any of longer required to keep the Note Shares and has no arrangement or understanding with any other persons regarding the distribution of the Note SharesRegistration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Shares set forth in paragraph 3 of the Securities Purchase Agreement, relied upon the representations and warranties of the Company contained herein and the information contained in the SEC ReportsReports and other information filed by the Company with the SEC and has requested, received, reviewed and considered all information including, but not limited to, (a) the Water Purchase Agreement, (b) the Stock Purchase Agreement by and between the Company and Basin Water Resources, Inc., as further described in Section 2.3(k) of this Annex, and (c) the risk factors set forth in that certain Private Placement Memorandum of the Company for the Offering, it deemed relevant. The Investor understands that the issuance of the Securities Shares and Warrants to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No person (including without limitation the Placement Agent) is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company and the Sellers that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended (and the “Securities Act”), Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to like that involved in the purchase of the SecuritiesShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesShares; (ii) the Investor understands that the Securities are “restricted securities” and have not been registered under the Securities Act and is acquiring the Securities number of Shares set forth on the Signature Page hereto in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note such Shares and has no arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Note SharesInvestor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Shares set forth on the Signature Page hereto, relied only upon the representations and warranties of the Company contained herein and the information Sellers contained in the SEC Reportsherein. The Investor understands that the issuance its acquisition of the Securities to the Investor Shares has not been registered under the Securities Act, or registered or qualified under any state securities law, law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by bona fide nature of the Investor Investor's investment intent as expressed herein. The Placement Agent is not authorized to make any representation or use any information in this Agreement. No connection with the placement, purchase and sale of the Shares, and no person is authorized by the Company to provide any representation that representations which is inconsistent with or in addition to those contained herein or in the SEC Reports, and the . The Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company thatthat as of the Closing Date: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, (ii) the Investor has received and reviewed the SEC Reports, including, without limitation, the risks relating to the Company described in the Company’s annual report on Form 10-K for the year ended June 30, 2003 and quarterly report on Form 10-Q for the quarter ended September 30, 2003, and has requested, received, reviewed and considered all other information it deemed relevant in making an informed decision to purchase the Securities; (iiiii) the Investor understands that the Securities are “restricted securities” and have not been registered under the Securities Act and is acquiring the Securities in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of such Securities (this representation and warranty not limiting the Investor’s right to sell Securities pursuant to the Registration Statement or otherwise or, other than with respect to any claim arising out of a breach of this representation and has no arrangement or understanding with any other persons regarding warranty, the distribution of the SecuritiesInvestor’s right to indemnification under Section 6.3); (iiiiv) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares in the ordinary course not, directly or indirectly, offer, sell or otherwise dispose of its business and for its own account for investment only(or solicit any offers to buy, has no present intention of distributing purchase or otherwise acquire) any of the Note Shares Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (v) the Investor has no arrangement or understanding with any other persons regarding the distribution answered all questions in paragraph 4 of the Note Shares; Securities Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit C for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date thereof, and (ivvi) the Investor has, in connection with its decision to purchase the Securities, relied only upon the representations and warranties of the Company contained herein and the information contained in the SEC Reports. The Investor understands that the issuance of the Securities to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No person (including without limitation the Placement Agent) is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesShares; (ii) the Investor understands that the Securities Shares are “restricted securities” and the offer and sale thereof have not been registered under the Securities Act and is acquiring the Securities number of Shares set forth on the signature page hereto in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note such Shares and has no arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Note SharesInvestor’s right to sell Shares pursuant to the Registration Statement, referenced in Section 6, or otherwise); (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has, has answered all questions on the signature page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in connection with its decision to purchase the Securities, relied upon the representations and warranties preparation of the Company contained herein Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; and (v) the Investor will notify the Company immediately of any change in any of such information contained in until such time as the SEC ReportsInvestor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective. The Investor understands that the issuance of the Securities Shares to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by bona fide nature of the Investor in this AgreementInvestor’s investment intent as expressed herein. No person is authorized by the Company to provide any representation that which is inconsistent with or in addition to those contained herein or in the SEC Reports, and the . The Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities; (ii) the Investor understands that the Securities are “restricted securities” and have not been registered under the Securities Act and is acquiring the number of Securities set forth in paragraph 3 of the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the such Securities in violation of applicable securities laws and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and {33164\10\DT263044.DOC;1}5957/75415-001 Current/9789467v4 warranty not limiting the SecuritiesInvestor’s right to sell Securities pursuant to a Registration Statement filed under the Registration Rights Agreement or otherwise or hold the Securities for any prescribed time period, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor’s right to indemnification under Section 3 of the Registration Rights Agreement); (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under not, directly or indirectly, offer or sell any of the Securities Act except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in paragraph 4 of the Securities Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be acquiring true and correct as of the Note Shares Closing Date; (v) the Investor will notify the Company promptly of any change in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of such information that occurs prior to the Note Shares and has no arrangement or understanding with any other persons regarding the distribution of the Note SharesClosing Date; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Securities set forth in paragraph 3 of this Agreement, relied upon the representations and warranties of the Company contained herein and the information contained in the SEC ReportsDisclosure Materials. The Investor understands that the issuance of the Securities to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No person (including without limitation the Placement Agent) is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC ReportsDisclosure Materials, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesShares; (ii) the Investor understands that the Securities Shares are “restricted securities” and have not been registered under the Securities Act and is acquiring the Securities number of Shares set forth on the Signature Page in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note such Shares and has no arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Note SharesInvestor’s right to sell Shares pursuant to the Registration Statement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor’s right to indemnification under the Registration Rights Agreement); (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Shares set forth on the Signature Page, relied only upon the representations and warranties of the Company contained herein and the information contained in the SEC Reportsherein. The Investor understands that the issuance of the Securities Shares to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by bona fide nature of the Investor in this AgreementInvestor’s investment intent as expressed herein. No person (including without limitation the Placement Agent) is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the SecuritiesShares and Warrants, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesShares and Warrants; (ii) the Investor understands that the Securities Shares and Warrants are each “restricted securities” and have not been registered under the Securities Act and is acquiring the number of Shares set forth in paragraph 3 of the Securities Purchase Agreement and the Warrant in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities such Shares or Warrants and has no arrangement or understanding with any other persons regarding the distribution of such Shares or Warrants (this representation and warranty not limiting the SecuritiesInvestor’s right to sell Shares pursuant to a Registration Statement filed under the Registration Rights Agreement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor’s right to indemnification under Section 3 of the Registration Rights Agreement); (iii) the Investor understands that will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Note Shares will be “restricted securities” when issued and will not have been registered under or Warrants except in compliance with the Securities Act Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in paragraph 4 of the Securities Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit C for use in preparation of the Registration Statement and for determining the availability of state “Blue Sky” exemptions and the answers thereto are true and correct as of the date hereof and will be acquiring true and correct as of the Note Shares Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the ordinary course Investor has sold all of its business and for its own account for investment only, has Shares or until the Company is no present intention of distributing any of longer required to keep the Note Shares and has no arrangement or understanding with any other persons regarding the distribution of the Note SharesRegistration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Shares set forth in paragraph 3 of the Securities Purchase Agreement, relied upon the representations and warranties of the Company contained herein and the information contained in the SEC Reports. The Investor understands that the issuance of the Securities Shares and Warrants to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No person (including without limitation either Placement Agent) is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the SecuritiesShares, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesShares; (ii) the Investor understands that the Securities Shares are “restricted securities” and have not been registered under the Securities Act and is acquiring the number of Shares set forth in paragraph 2 of the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note such Shares and has no arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Note SharesInvestor’s right to sell Shares pursuant to a Registration Statement filed or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty); (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has, in connection with its decision to purchase the Securitiesnumber of Shares set forth in paragraph 2 of the Securities Purchase Agreement, relied upon the representations and warranties of the Company contained herein and the information contained in the SEC Reports. The Investor understands that the issuance of the Securities Shares to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No person is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities; (ii) the Investor understands that the Securities are “"restricted securities” " and have not been registered under the Securities Act and is acquiring the number of Securities set forth in paragraph 3 of the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting the SecuritiesInvestor's right to sell Securities pursuant to a Registration Statement filed under the Registration Rights Agreement or otherwise or hold the Securities for any prescribed time period, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor's right to indemnification under Section 3 of the Registration Rights Agreement); (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under not, directly or indirectly, offer or sell any of the Securities Act except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in paragraph 4 of the Securities Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be acquiring true and correct as of the Note Shares Closing Date; (v) the Investor will notify the Company promptly of any change in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of such information that occurs prior to the Note Shares and has no arrangement or understanding with any other persons regarding the distribution of the Note SharesClosing Date; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Securities set forth in paragraph 3 of the Securities Purchase Agreement, relied upon the representations and warranties of the Company contained herein and the information contained in the SEC ReportsDisclosure Materials. The Investor understands that the issuance of the Securities to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No person (including without limitation the Placement Agent) is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC ReportsDisclosure Materials, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the SecuritiesShares, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesShares; (ii) the Investor understands that the Securities Shares are “restricted securities” and have not been registered under the Securities Act and is acquiring the Securities number of Shares set forth in Section 1.1 in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note such Shares and has no arrangement or understanding with any other persons regarding the distribution of such Shares that would violate applicable securities laws; (iii) the Note SharesInvestor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, the Securities Exchange Act of 1934 (the “Exchange Act”), applicable state securities laws and the respective rules and regulations promulgated thereunder, including Regulation M of the Exchange Act; and (iv) the Investor has, has answered all questions in connection with its decision to purchase the Securities, relied upon Confidential Investor Questionnaire attached hereto as Exhibit A and the representations answers thereto are true and warranties correct as of the Company contained herein and the information contained in the SEC ReportsClosing Date. The Investor understands that the issuance of the Securities Shares to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No person is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to like that involved in the purchase of the SecuritiesShares, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesShares; (ii) the Investor understands that the Securities Shares are “"restricted securities” " and have not been registered under the Securities Act and is acquiring the Securities number of Shares set forth in paragraph 3 of the Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note such Shares and has no arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Note SharesInvestor's right to sell Shares pursuant to the Registration Statement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor's right to indemnification under Section 6.3); (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in paragraph 3 of the Stock Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Shares set forth in paragraph 3 of the Stock Purchase Agreement, relied only upon the representations and warranties of the Company contained herein and the information contained in the SEC Reportsherein. The Investor understands that the issuance of the Securities Shares to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by bona fide nature of the Investor's investment intent as expressed herein and the information provided in the Investor Questionnaire. The Placement Agent is not authorized to make any representation or use any information in this Agreement. No connection with the placement, purchase and sale of the Shares, and no person is authorized by the Company to provide any representation that which is inconsistent with or in addition to those contained herein or in the SEC Reports, and the . The Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the SecuritiesNotes, has so evaluated the merits and risks of such investment and is able to bear the economic risk of an investment in the subject securities and able to afford (at the present time) a complete loss of such investment, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesNotes; (ii) the Investor understands that the Securities Notes and the Conversion Shares are “restricted securities” and have not been registered under the Securities Act and is acquiring the Securities in Notes and the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Conversion Shares in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note such Notes or Conversion Shares and has no arrangement or understanding with any other persons regarding the distribution of such Notes or Conversion Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) the Note Sharesacquired by the Investor or any of the Conversion Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; and (iv) the Investor has, in connection with its decision to purchase the SecuritiesNotes, relied upon the representations and warranties of the Company contained herein and the information contained in the SEC Reports. The Investor is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and such Investor is not a broker-dealer or an affiliate of a broker dealer. The Investor, indicating that it is an “accredited investor”, further makes the representations and warranties set forth on Exhibit 3(a). The Investor understands that neither the issuance of the Securities Notes to the Investor nor the issuance of the Conversion Shares upon conversion of the Notes has not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No To the best of the Investor’s knowledge, no person is has been authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, and the Investor acknowledges that it has not received or relied on any such representations. The state in which Investor’s principal office is located, and from which the Investor is acquiring the Notes, is set forth on Schedule 1 hereto.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesShares; (ii) the Investor understands that the Securities Shares are “"restricted securities” " and have not been registered under the Securities Act and is acquiring the Securities number of Shares set forth on the Signature Page hereto in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note such Shares and has no arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Note SharesInvestor's right to sell Shares pursuant to the Registration Statement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor's right to indemnification under Section 6.3); (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Shares set forth on the signature page hereto, relied only upon the representations and warranties of the Company contained herein and the information contained in the SEC Reportsherein. The Investor understands that the issuance of the Securities Shares to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by bona fide nature of the Investor Investor's investment intent as expressed herein. The Placement Agent is not authorized to make any representation or use any information in this Agreement. No connection with the placement, purchase and sale of the Shares, and no person is authorized by the Company to provide any representation that which is inconsistent with or in addition to those contained herein or in the SEC Reports, and the . The Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesShares, and has such business and financial experience as is required to give it the capacity to utilize the information received, to evaluate the risks involved in purchasing the Shares, and to protect its own interests in connection with the purchase of the Shares and is able to bear the risks of an investment in the Shares; (ii) the Investor understands that the Securities Shares are “"restricted securities” " and have not been registered under the Securities Act and is acquiring the Securities number of Shares set forth on the Signature Page hereto in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note such Shares and has no arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Note SharesInvestor's right to sell Shares pursuant to the Registration Statement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor's right to indemnification under Section 6.3); (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Shares set forth on the signature page hereto, relied only upon the representations and warranties of the Company contained herein and the information contained in the SEC Reportsherein. The Investor understands that the issuance of the Securities Shares to be issued to the Investor has have not been registered under the Securities Act, or registered or qualified under any state securities law, law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by bona fide nature of the Investor's investment intent as expressed herein, and the Investor is able to bear the economic risk of holding the Shares for an indefinite period of time and can afford a complete loss of its investment. The Placement Agent is not authorized to make any representation or use any information in this Agreement. No connection with the placement, purchase and sale of the Shares, and no person is authorized by the Company to provide any representation that which is inconsistent with or in addition to those contained herein or in the SEC Reports, and the . The Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesShares; (ii) the Investor understands that the Securities Shares are “"restricted securities” " and have not been registered under the Securities Act and is acquiring the Securities number of Shares set forth on the signature page hereto in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities and has no arrangement or understanding with any other persons regarding the distribution of the Securities; (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under the Securities Act and will be acquiring the Note Shares in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Note such Shares and has no arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Note SharesInvestor's right to sell Shares pursuant to the Registration Statement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor's right to indemnification under Section 6.3); (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the signature page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Shares set forth on the signature page hereto, relied only upon the SEC Reports, the Company's earnings press release dated February 6, 2001, and the representations and warranties of the Company contained herein and the information contained in the SEC Reportsherein. The Investor understands that the issuance of the Securities Shares to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by bona fide nature of the Investor Investor's investment intent as expressed herein. The Placement Agent is not authorized to make any representation or use any information in this Agreement. No connection with the placement, purchase and sale of the Shares, and no person is authorized by the Company to provide any representation that which is inconsistent with or in addition to those contained herein or in the SEC Reports, and the . The Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the SecuritiesShares and Warrants, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the SecuritiesShares and Warrants; (ii) the Investor understands that the Securities Shares and Warrants are “each "restricted securities” " and have not been registered under the Securities Act and is acquiring the number of Shares and Warrants set forth in Paragraph 3 of the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the Securities such Shares or Warrants and has no arrangement or understanding with any other persons regarding the distribution of such Shares or Warrants (this representation and warranty not limiting the SecuritiesInvestor's right to sell Shares and Warrant Shares pursuant to a registration statement (“Registration Statement”) filed under the Registration Rights Agreement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor's right to indemnification under Section 5 of the Registration Rights Agreement); (iii) the Investor understands that will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Note Shares will be “restricted securities” when issued and will not have been registered under or Warrants except in compliance with the Securities Act Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in Paragraph 4 of the Securities Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit C for use in preparation of the Registration Statement and for determining the availability of state "Blue Sky" exemptions and the answers thereto are true and correct as of the date hereof and will be acquiring true and correct as of the Note Shares Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the ordinary course Investor has sold all of its business and for its own account for investment only, has Shares or until the Company is no present intention of distributing any of longer required to keep the Note Shares and has no arrangement or understanding with any other persons regarding the distribution of the Note SharesRegistration Statement effective; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Shares and Warrants set forth in Paragraph 3 of the Securities Purchase Agreement, relied upon the representations and warranties of the Company contained herein and the information contained in the SEC Reports. The Investor understands that the issuance of the Securities Shares and Warrants to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No person is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, and the Investor acknowledges that it has not received or relied on any such representations.

Investor Knowledge and Status. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "“accredited investor" ” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities; (ii) the Investor understands that the Securities are “restricted securities” and have not been registered under the Securities Act and is acquiring the number of Securities set forth in paragraph 3 of the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of the such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting the SecuritiesInvestor’s right to sell Securities pursuant to a Registration Statement filed under the Registration Rights Agreement or otherwise or hold the Securities for any prescribed time period, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor’s right to indemnification under Section 3 of the Registration Rights Agreement); (iii) the Investor understands that the Note Shares will be “restricted securities” when issued and will not have been registered under not, directly or indirectly, offer or sell any of the Securities Act except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions in paragraph 4 of the Securities Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be acquiring true and correct as of the Note Shares Closing Date; (v) the Investor will notify the Company promptly of any change in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of such information that occurs prior to the Note Shares and has no arrangement or understanding with any other persons regarding the distribution of the Note SharesClosing Date; and (ivvi) the Investor has, in connection with its decision to purchase the Securitiesnumber of Securities set forth in paragraph 3 of the Securities Purchase Agreement, relied upon the representations and warranties of the Company contained herein and the information contained in the SEC ReportsDisclosure Materials. The Investor understands that the issuance of the Securities to the Investor has not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement. No person (including without limitation the Placement Agent) is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC ReportsDisclosure Materials, and the Investor acknowledges that it has not received or relied on any such representations.