Common use of Investor’s Representations and Warranties Clause in Contracts

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been taken; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) Investor is purchasing the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) Investor acknowledges that the offer and sale of the Securities have not been registered under the 1933 Act or the securities laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents.

Investor’s Representations and Warranties. Investor The Subscriber hereby acknowledges, agrees with and represents and warrants to the Company that and its affiliates, as of the Closing Date: follows: (ia) The Subscriber has full power and authority to enter into this Agreement has been duly and validly authorized and all action on Investor’s part required for Agreement, the execution and delivery of this Agreement and the other Transaction Documents which has been taken; (ii) duly authorized, if applicable, and this Agreement constitutes a valid and legally binding agreement obligation of Investor enforceable the Subscriber. (b) The Subscriber acknowledges its understanding that the Offering and sale of the Securities is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the Subscriber represents and warrants to the Company and its affiliates as follows: (i) The Subscriber realizes that the basis for the exemption from registration may not be available if, notwithstanding the Subscriber’s representations contained herein, the Subscriber is merely acquiring the Securities for a fixed or determinable period in accordance with its terms; the future, or for a market rise, or for sale if the market does not rise. The Subscriber does not have any such intention. (ii) The Subscriber realizes that the basis for exemption would not be available if the Offering is part of a plan or scheme to evade registration provisions of the Securities Act or any applicable state or federal securities laws. (iii) Investor The Subscriber is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of acquiring the 1933 Act; (iv) Investor is purchasing Securities solely for the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its Subscriber’s own beneficial account, for investment purposes only purposes, and not with view towards, or resale in connection with, any distribution of the Securities. (iv) The Subscriber has the financial ability to bear the economic risk of the Subscriber’s investment, has adequate means for providing for its current needs and contingencies, and has no current arrangements or understandings need for liquidity with respect to an investment in the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; Company. (v) Investor acknowledges The Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. If other than an individual, the Subscriber also represents it has not been organized solely for the purpose of acquiring the Securities. (vi) The Subscriber (together with its Advisors, if any) has received all documents requested by the Subscriber, if any, has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. (c) The Subscriber is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to economic considerations involved in this investment. The Subscriber has relied on the advice of, or has consulted with, only its Advisors. Each Advisor, if any, is capable of evaluating the merits and risks of an investment in the Securities, and each Advisor, if any, has disclosed to the Subscriber in writing (a copy of which is annexed to this Agreement) the specific details of any and all past, present or future relationships, actual or contemplated, between the Advisor and the Company or any affiliate or sub-agent thereof. (d) The Subscriber has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the offer Securities are a speculative investment that involve a high degree of risk of loss of the Subscriber’s entire investment. Among other things, the Subscriber has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC Filings (as defined in Section 4(d) below), which risk factors are incorporated herein by reference. (e) The Subscriber represents, warrants and sale agrees that it will not sell or otherwise transfer the Securities without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the Subscriber must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Securities Act or under the securities laws of any state or other jurisdictionand, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Acttherefore, and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Securities Act and any under the applicable state securities laws of such states, or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and . In particular, the information set forth in the reports filed by Company with the SEC pursuant to Subscriber is aware that the Securities Exchange are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act of 1934, as amended (the “1934 ActRule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Subscriber also understands that the Company is under no obligation to register the Securities on behalf of the Subscriber or to assist the Subscriber in complying with any exemption from registration under the Securities Act or applicable state securities laws. The Subscriber understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. (f) No oral or written representations or warranties have been made to the Subscriber by the Company or any of its officers, employees, agents, sub-agents, affiliates, advisors or subsidiaries, other than any representations of the Company contained herein, and in subscribing for the Shares and Warrants, the Subscriber is not relying upon any representations other than those contained herein. (g) The Subscriber’s overall commitment to investments that are not readily marketable is not disproportionate to the Subscriber’s net worth, and an investment in the Securities will not cause such overall commitment to become excessive. (h) The Subscriber understands and agrees that the certificates for the Securities shall bear substantially the following legend until (i) such Securities shall have been registered under the Securities Act and effectively disposed of in accordance with a registration statement that has been declared effective or (ii) in the opinion of counsel for the Company, such Securities may be sold without registration under the Securities Act, as well as any applicable “blue sky” or state securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (i) Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved the Securities or passed upon or endorsed the merits of the Offering. There is no government or other insurance covering any of the Securities. (j) The Subscriber and its Advisors, if any, have had both the a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the officers and directors of Company concerning the business Offering and the business, financial condition, results of operations and prospects of Company the Company, and all such questions have been answered to obtain any additional information regarding Company the full satisfaction of the Subscriber and its business Advisors, if any. (k) The Subscriber is unaware of, is in no way relying on, and operationsdid not become aware of the Offering through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet, in connection with the Offering and is not subscribing for Shares and Warrants and did not become aware of the Offering through or as a result of any seminar or meeting to which the Subscriber was invited by, or any solicitation of a subscription by, a person not previously known to the Subscriber in connection with investments in securities generally. (l) The Subscriber has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. (m) The Subscriber is not relying on the Company or any of its employees, agents, or advisors with respect to the legal, tax, economic and related considerations of an investment in the Securities and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors. (n) The Subscriber acknowledges that any estimates or forward-looking statements or projections furnished by the Company to the Subscriber, were prepared by management of the Company in good faith, but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed by the Company or its management and should not be relied upon. (o) No oral or written representations have been made, or oral or written information furnished, to the extent Subscriber or its Advisors, if any, in connection with the Offering that are in any way inconsistent with the information contained herein. (p) (For ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has been informed of and understands the Company’s investment objectives, policies and strategies, and that the decision to invest “plan assets” (as such term is defined in ERISA) in the Company possesses such information is consistent with the provisions of ERISA that require diversification of plan assets and impose other fiduciary responsibilities. The Subscriber or can acquire it without unreasonable effort or expense, necessary Plan fiduciary (i) is responsible for the decision to verify invest in the accuracy of such informationCompany; (viiii) Investor possesses sufficient knowledge is independent of the Company and any of its affiliates; (iii) is qualified to make such investment decision; and (iv) in making such decision, the Subscriber or Plan fiduciary has not relied primarily on any advice or recommendation of the Company or any of its affiliates. (q) This Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason. (r) The Subscriber will indemnify and hold harmless the Company and, where applicable, their respective directors, officers, employees, agents, advisors, affiliates and shareholders, and each other person, if any, who controls any of the foregoing, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) (a “Loss”) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or therein; provided, however, that such Subscriber shall not be liable for any Loss that in the aggregate exceeds the amount such Subscriber would receive if Subscriber were to sell the Securities on the date the amount of the Loss was determined (based on the closing price of a share of Common Stock on its principal market on such date). (s) The Subscriber is, and on each date on which the Subscriber continues to own restricted securities from the Offering will be, an “Accredited Investor” as defined in Rule 501(a) under the Securities Act. In general, an “Accredited Investor” is deemed to be an institution with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with his or her spouse. (t) The Subscriber, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial and business matters so as to enable it to evaluate be capable of evaluating the merits and risks of the purchase Offering, and has so evaluated the merits and risks of such investment. The Subscriber has not authorized any person or entity to act as its Purchaser Representative (as that term is defined in Regulation D of the Note General Rules and Regulations under the transactions contemplated by this Agreement; and (viiiSecurities Act) neither Company nor any in connection with the Offering. The Subscriber is able to bear the economic risk of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth an investment in the Transaction Documents Securities and, in making its decision at the present time, is able to enter into afford a complete loss of such investment. (u) The Subscriber has reviewed, or had an opportunity to review, all of the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction DocumentsSEC Filings.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been takenauthorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) Investor is purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own accountaccount and not with a view towards, or for investment purposes only and has no current arrangements or understandings for resale in connection with, the resale public sale or distribution thereof in violation of applicable securities laws, except pursuant to others sales registered or exempted under the 1933 Act; provided, however, by making the representations herein, Investor does not agree, or make any representation or warranty, to hold the Note for any minimum or other specific term and will only resell such Securities reserves the right to dispose of the Note at any time in accordance with or any part thereof pursuant to a registration statement or an available exemption from registration under applicable lawthe 1933 Act; (v) Investor acknowledges that does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute the Note in violation of applicable securities laws; (vi) Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of Company and materials relating to the offer and sale of the Securities Note that have been requested by Investor; (vii) Investor and its advisors, if any, have been afforded the opportunity to ask questions of Company; (viii) neither such inquiries nor any other due diligence investigations conducted by Investor or its advisors, if any, or its representatives shall modify, amend or affect Investor's right to rely on Company's representations and warranties contained herein; (ix) Investor understands that its investment in the Note involves a high degree of risk; (x) Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Note; and (xi) Investor understands that the Note has not been and is not being registered under the 1933 Act or the any state securities laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares Company will be) offered and sold pursuant to an exemption from registration contained not be obligated in the 1933 Act, and cannot be disposed of unless they are subsequently registered future to register the Note under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), or under any state securities laws and that Company has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information not made or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in is making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warrantywarranty or covenant, covenant express or promise implied, as to the availability of Company any exemption from registration under the 1933 Act or its officersany applicable state securities laws for the resale, directorspledge or other transfer of the Note. For purposes of this Agreement, members“Person” means an individual, managersa limited liability company, employeesa partnership, agents a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or representatives other than as set forth in the Transaction Documentsany department or agency thereof.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of In connection with the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required purchase of an Interest, the Investor makes the following representations and warranties on which the Manager, the Company, Dizraptor Adviser, LLC (the “Investment Manager”), and Company Counsel are entitled to rely: (a) The Investor has received, read carefully, and understands the Private Placement Memorandum provided by the Company, as amended and/or supplemented from time to time (the “Memorandum”), the LLC Agreement, and this Agreement, and has consulted with its own attorney, accountant, or investment adviser with respect to the investment contemplated hereby and its suitability for the execution and delivery of this Agreement and Investor. No representations or warranties have been made to the other Transaction Documents has been taken; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of by the 1933 Act; (iv) Investor is purchasing Company, the Note and Manager, the Warrant (and any Conversion Shares and Warrant Shares) for its own accountInvestment Manager, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) Investor acknowledges that the offer and sale agent of the Securities have not been registered under the 1933 Act or the securities laws of any state or said persons, other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information than as set forth in the reports filed by Company with Memorandum, the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”)LLC Agreement, and this Agreement. (b) The Investor is acquiring the Interest solely for the Investor’s own account and not directly or indirectly for the account of any other person whatsoever (or, if the Investor is (c) The Investor has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of an investment in an Interest, and the Investor is able to bear the economic risk of such investment including the risk of complete loss. (d) The Investor has had access to such information concerning the Company as the Investor deems necessary to enable it the Investor to make an informed decision concerning the purchase of an Interest. The Investor has had access to representatives of the Investment Manager and the opportunity to ask questions of, and receive answers satisfactory to the Investor from, such representatives concerning the offering of Interests and the Company generally. The Investor has obtained all additional information requested by the Investor to verify the accuracy of all information furnished in connection with the offering of Interests and evaluate the merits and risks of an investment in an Interest or otherwise relative to the purchase proposed activities of the Note and Company. (e) The Investor understands that the transactions contemplated by this Agreement; and Interests have not been registered under the United States Securities Act of 1933, as amended (viii) neither Company nor any of its officersthe “Securities Act”), directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any securities law of its officersany state of the United States or any other jurisdiction, directors, employees, agents or representatives except as expressly set forth in each case in reliance on an exemption for private offerings. (f) The Investor is aware that (i) the Investor must bear the economic risk of investment in the Transaction Documents andInterest for an indefinite period of time, in making its decision to enter into possibly until final winding up of the transactions contemplated by Company, (ii) because the Transaction DocumentsInterests have not been registered under the Securities Act, Investor there is currently no public market therefor, and it is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents.anticipated that such a market will ever develop,

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been takenauthorized; (ii) Investor has all necessary power and authority under all applicable provisions of law to execute and deliver each Transaction Document and to carry out their provisions; (iii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iiiiv) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (ivv) Investor is purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) Securities for its investment for such Investor’s own account, and not with a view to, or for investment purposes only resale in connection with, any distribution thereof, and Investor has no current arrangements present intention of selling or understandings distributing any of the Securities, (vi) Investor has had an opportunity to discuss Company’s business, management and financial affairs with its management and to obtain any additional information which Investor has deemed necessary or appropriate for deciding whether or not to purchase the resale or distribution Securities, including an opportunity to others receive, review and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; understand the information set forth in Company’s financial statements, capitalization and other business information as Investor deems prudent, (vvii) Investor acknowledges that the offer and sale of the Securities no other representations or warranties, oral or written, have not been registered under the 1933 Act made by Company or the securities laws of any agent thereof except as set forth in this Agreement, (viii) Investor is aware that no federal, state or other jurisdictionagency has made any finding or determination as to the fairness of the investment, nor made any recommendation or endorsement of the Securities, (ix) Investor has such knowledge and experience in financial and business matters, including investments in other emerging growth companies that such individual or entity is capable of evaluating the merits and risks of the investment in the Note and it is able to bear the economic risk of such investment, (x) Investor has such knowledge and experience in financial and business matters that such individual is capable of utilizing the information made available in connection with the offering of the Securities, of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect to the Securities, (xi) neither Investor, nor any person or entity with whom such Investor shares beneficial ownership of the Securities, is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii); (xii) Investor is aware that there is currently no public market for the Note, that there is no guarantee that a public market will develop at any time in the future and Investor understands that the Securities are being Note is unregistered and may not presently be sold except in accordance with applicable securities laws, (and xiii) Investor understands that the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and Note cannot be disposed readily sold or liquidated in case of an emergency or other financial need, (xiv) Investor acknowledges and agrees that the Note must be held indefinitely unless they are it is subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; , and Investor has been advised or is aware of the provisions of Rule 144 promulgated under the 1933 Act as in effect from time to time, which permits limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the Company and the resale occurring following the required holding period under Rule 144, (vixv) Investor is not affiliated in any way with Unkar Systems (as defined below), has reviewed this Agreement no contractual or other relationship with Unkar Systems and receives no payments, kickbacks or other compensation of any kind from Unkar Systems, and (xvi) each instrument evidencing the information set forth Note which Investor may purchase hereunder may be imprinted with legends substantially in the reports filed by following form: Notwithstanding the foregoing representations and warranties, Company with acknowledges and agrees that such representations and warranties do not affect Company’s obligations to repay the SEC Note in full pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documentsterms thereof.

Investor’s Representations and Warranties. Investor represents and warrants to the Company that as that: a. Investment Purpose. As of the Closing Date: date hereof, ___________________ Investor is purchasing the Preferred Shares, the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Preferred Shares (iincluding, without limitation, such additional shares of Common Stock as are issuable as a result of the events described in Articles V, VI.D(b) this or VI.E of the Certificate of Designation and Section 2(c) of the Registration Rights Agreement has been duly and validly authorized and all action on Investor’s part required for (such shares of Common Stock being collectively referred to herein as the execution and delivery of this Agreement "Conversion Shares")), the Warrants and the other Transaction Documents has been taken; shares of Common Stock issuable upon exercise or otherwise pursuant to the Warrants (iithe "Warrant Shares" and, collectively with the Preferred Shares, the Conversion Shares and the Warrants, the "Securities") this Agreement constitutes for its own account and not with a valid and binding agreement of present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act. b. Accredited Investor enforceable in accordance with its terms; (iii) Status. Investor is an “___________________________ "accredited investor” " as that term is defined in Rule 501(a) of Regulation D of ("Regulation D") as promulgated by the 1933 Act; United States Securities and Exchange Commission (ivthe "SEC") Investor is purchasing the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) Investor acknowledges that the offer and sale of the Securities have not been registered under the 1933 Act or the securities laws of any state or other jurisdiction, and (an "Accredited Investor"). c. Reliance on Exemptions. Investor understands _______________________ that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption it in reliance upon specific exemptions from the registration contained in requirements of United States federal and state securities laws and that the 1933 ActCompany is relying upon the truth and accuracy of, and cannot be disposed Investor's compliance with, the representations, warranties, agreements, acknowledgments and understandings of unless they are subsequently registered under Investor set forth herein in order to determine the 1933 Act and any applicable state laws or an exemption from availability of such registration is available; (vi) Investor has reviewed this Agreement exemptions and the information set forth in eligibility of Investor to acquire the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction DocumentsSecurities.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been takenauthorized; (ii) Investor has all necessary power and authority under all applicable provisions of law to execute and deliver each Transaction Document and to carry out their provisions; (iii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iiiiv) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (ivv) Investor is purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) Interest for its investment for such Investor’s own account, and not with a view to, or for investment purposes only resale in connection with, any distribution thereof, and Investor has no current arrangements present intention of selling or understandings for distributing any of the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable lawInterest; (vvi) Investor has had an opportunity to discuss Company’s business, management and financial affairs with its management and to obtain any additional information which Investor has deemed necessary or appropriate for deciding whether or not to purchase the Interest, including an opportunity to receive, review and understand the information set forth in Company’s financial statements, capitalization and other business information as Investor deems prudent; (vii) Investor acknowledges that the offer and sale of the Securities no other representations or warranties, oral or written, have not been registered under the 1933 Act made by Company or the securities laws of any agent thereof except as set forth in this Agreement; (viii) Investor is aware that no federal, state or other jurisdictionagency has made any finding or determination as to the fairness of the investment, nor made any recommendation or endorsement of the Interest; (ix) Investor has such knowledge and experience in financial and business matters, including investments in other emerging growth companies that such individual or entity is capable of evaluating the merits and risks of the investment in the Interest and it is able to bear the economic risk of such investment, (x) Investor has such knowledge and experience in financial and business matters that such individual is capable of utilizing the information made available in connection with the offering of the Interest, of evaluating the merits and risks of an investment in the Interest and of making an informed investment decision with respect to the Interest; (xi) neither Investor, nor any person or entity with whom such Investor shares beneficial ownership of the Interest, is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii); (xii) Investor is aware that there is currently no public market for the Interest, that there is no guarantee that a public market will develop at any time in the future and Investor understands that the Securities are being Interest is unregistered and may not presently be sold except in accordance with applicable securities laws; (and xiii) Investor understands that the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and Interest cannot be disposed readily sold or liquidated in case of an emergency or other financial need; (xiv) Investor acknowledges and agrees that the Interest must be held indefinitely unless they are it is subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) , and Investor has reviewed this Agreement been advised or is aware of the provisions of Rule 144 promulgated under the 1933 Act as in effect from time to time, which permits limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the Company and the information set forth resale occurring following the required holding period under Rule 144; and (xv) each instrument evidencing the Interest which Investor may purchase hereunder may be imprinted with legends substantially in the reports filed by following form: Notwithstanding the foregoing representations and warranties, Company with acknowledges and agrees that such representations and warranties do not affect Company’s obligations to repay the SEC Interest in full pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documentsterms thereof.

Investor’s Representations and Warranties. Each Investor hereby represents and warrants severally, but not jointly, to Company that as the Selling Stockholders: (a) Such Investor is a corporation or partnership or other entity duly organized or formed, validly existing and in good standing under the laws of the Closing Date: (i) its state of incorporation or formation and has full power and authority to execute, deliver, and perform this Agreement and this Agreement has been duly executed and validly authorized and all action on delivered by such Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been taken; . (iib) this This Agreement constitutes a the legal, valid and binding agreement obligation of such Investor and is enforceable against such Investor in accordance with its terms; , except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally. (iiic) Such Investor is an “accredited investor” understands that the Common Stock it acquires hereunder has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and that term is defined accordingly it will not be fully transferable except as permitted under various exemptions contained in Rule 501(a) of Regulation D the Securities Act or applicable state securities laws, or upon satisfaction of the 1933 Act; registration and prospectus delivery requirements of the Securities Act or registration or qualification requirements under applicable state securities laws. Such Investor acknowledges that it must bear the economic risk of its investment in the Common Stock for an indefinite period of time since it has not been registered under the Securities Act and therefore cannot be sold unless it is subsequently registered or an exemption from registration is available. (ivd) Such Investor (i) is purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) Common Stock it has agreed to purchase for investment purposes only, for its own account, and not as nominee or agent for investment purposes only any other person or entity, and not with the view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act, (ii) is an "accredited investor" within the meaning of Rule 501(a) of the Securities and Exchange Commission under the Securities Act, (iii) is a corporation, partnership, or other entity headquartered in the jurisdiction as set forth on Annex A to this Agreement and (iv) has no current arrangements or understandings for had the resale or distribution opportunity to others review information provided to it by the Company and will only resell such ask questions about and received answers regarding the same. (e) Such Investor acknowledges that it has received and reviewed a draft dated June 16, 1998 of a Registration Statement on Form S-1 (the "Registration Statement"), which the Company has represented it intends to file with the Securities or any part thereof pursuant to a registration or and Exchange Commission in connection with an available exemption under applicable law; initial public offering of the Common Stock of the Company (v) an "IPO"). Such Investor acknowledges that the offer and sale terms of the Securities have not been registered under IPO may differ from those contained in the 1933 Act or the securities laws of any state or other jurisdiction, Registration Statement and that the Securities are being IPO may be delayed or terminated at any time. (and f) Such Investor recognizes that the Conversion purchase of Shares and Warrant Shares will be) offered and sold of the Company by it pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement involves a high degree of risk and the information acknowledges that it understands such risks, including those set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth Section titled "Risk Factors" in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction DocumentsRegistration Statement.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been takenauthorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) Investor is purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) securities as principal for its own account, account and not with a view to or for investment purposes only and has no current arrangements distributing or understandings for reselling the resale or distribution to others and will only resell such Securities securities or any part thereof pursuant to a registration in violation of the 1933 Act or an available exemption under any applicable state securities law and has no present intention of distributing any of the securities in violation of the 1933 Act or any applicable state securities law; (v) Investor acknowledges that the offer and sale of the Securities have not been registered under the 1933 Act or the securities laws of any state or other jurisdictionhas such knowledge, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge sophistication and experience in business and financial and business matters so as to enable it to evaluate be capable of evaluating the merits and risks of the purchase prospective investment in the securities, and has so evaluated the merits and risks of such investment; (vi) Investor acknowledges that it has had the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties opportunity to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in review the Transaction Documents andand the Company’s filings with the SEC and has been afforded: (a) the opportunity to ask such questions as it has deemed necessary of, in making its decision and to enter into receive answers from, representatives of the Company concerning the transactions contemplated by the Transaction DocumentsDocuments and the merits and risks of investing in the securities; (b) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment and (c) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment; and (vii) Investor is not relying on purchasing the securities as a result of any representationadvertisement, warrantyarticle, covenant notice or promise other communication regarding the securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to Investor’s knowledge, any other general solicitation or general advertisement. Company covenants and agrees it will not use any breach or inaccuracy of Company or any of the foregoing representations and warranties as a defense to performance of its officers, directors, members, managers, employees, agents or representatives other than as set forth in obligations under the Transaction DocumentsDocuments or in any attempt to avoid, modify, reduce, rescind or void such obligations; provided, however, that Company shall otherwise retain all rights and remedies for Investor’s breach of any such representations or warranties.

Investor’s Representations and Warranties. Each Investor represents and warrants with respect to only itself that: (a) Reliance on Exemptions. Such Investor understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Investor's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Investor set forth herein in order to 3 determine the availability of such exemptions and the eligibility of such Investor to acquire the Securities. (b) No Governmental Review. Such Investor understands that as no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Closing DateSecurities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities. (c) Transfer or Resale. Such Investor understands that: (i) this Agreement has the Securities have not been duly and validly authorized are not being registered under the 1933 Act or any state securities laws, and all action on Investor’s part required may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Investor shall have delivered to the execution and delivery Company an opinion of this Agreement and counsel, in a form reasonably acceptable to the other Transaction Documents has been takenCompany, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Investor provides the Company with assurances reasonably acceptable to the Company that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act, as amended, (or a successor rule thereto) ("RULE 144"); (ii) this Agreement constitutes a valid and binding agreement any sale of Investor enforceable the Securities made in reliance on Rule 144 may be made only in accordance with its terms; the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (iiior the person through whom the sale is made) Investor is may be deemed to be an “accredited investor” underwriter (as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv▇▇▇) Investor is purchasing the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available ▇▇y require compliance with some other exemption under applicable law; (v) Investor acknowledges that the offer and sale of the Securities have not been registered under the 1933 Act or the securities laws rules and regulations of the SEC thereunder; and (iii) neither the Company nor any state or other jurisdiction, and that the person is under any obligation to register such Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and or any applicable state securities laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company to comply with the SEC pursuant to the Securities Exchange Act terms and conditions of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documentsexemption thereunder.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been takenauthorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) Investor is purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own accountaccount and not with a view towards, or for investment purposes only and has no current arrangements or understandings for resale in connection with, the resale public sale or distribution thereof in violation of applicable securities laws, except pursuant to others sales registered or exempted under the 1933 Act; provided, however, by making the representations herein, Investor does not agree, or make any representation or warranty, to hold the Note for any minimum or other specific term and will only resell such Securities reserves the right to dispose of the Note at any time in accordance with or any part thereof pursuant to a registration statement or an available exemption from registration under applicable lawthe 1933 Act; (v) Investor acknowledges that does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute the Note in violation of applicable securities laws; (vi) Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of Company and materials relating to the offer and sale of the Securities Note that have been requested by Investor; (vii) Investor and its advisors, if any, have been afforded the opportunity to ask questions of Company; (viii) neither such inquiries nor any other due diligence investigations conducted by Investor or its advisors, if any, or its representatives shall modify, amend or affect Investor’s right to rely on Company’s representations and warranties contained herein; (ix) Investor understands that its investment in the Note involves a high degree of risk; (x) Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Note; and (xi) Investor understands that the Note has not been and is not being registered under the 1933 Act or the any state securities laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares Company will be) offered and sold pursuant to an exemption from registration contained not be obligated in the 1933 Act, and cannot be disposed of unless they are subsequently registered future to register the Note under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), or under any state securities laws and that Company has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information not made or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in is making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warrantywarranty or covenant, covenant express or promise implied, as to the availability of Company any exemption from registration under the 1933 Act or its officersany applicable state securities laws for the resale, directorspledge or other transfer of the Note. For purposes of this Agreement, members“Person” means an individual, managersa limited liability company, employeesa partnership, agents a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or representatives other than as set forth in the Transaction Documentsany department or agency thereof.

Investor’s Representations and Warranties. Investor The undersigned hereby acknowledges, agrees with and represents and warrants to the Company that as of the Closing Date: follows: (ia) The undersigned has full power and authority to enter into this Agreement has been duly and validly authorized and all action on Investor’s part required for Agreement, the execution and delivery of this Agreement and the other Transaction Documents which has been taken; (ii) duly authorized, if applicable, and this Agreement constitutes a valid and legally binding agreement obligation of Investor enforceable the undersigned. (b) The undersigned acknowledges his understanding that the offering and sale of the Units is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder ("Regulation D"). In furtherance thereof, the undersigned represents and warrants to the Company as follows: (i) The undersigned realizes that the basis for the exemption from registration may not be available if, notwithstanding the undersigned's representations contained herein, the undersigned is merely acquiring the Units for a fixed or determinable period in accordance the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention; (ii) The undersigned is acquiring the Unit(s) solely for the undersigned's own beneficial account, for investment purposes, and not with its terms; view to, or resale in connection with, any distribution of the shares of Common Stock, including such shares into which the Warrants are exercised, underlying such Unit(s); (iii) The undersigned has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and contingencies and has no need for liquidity with respect to his investment in the Company; (iv) [insert name of Purchaser Representative: if none, so state] has acted as the undersigned's Purchaser Representative for purposes of the private placement exemption under the Securities Act. If the undersigned has appointed a Purchaser Representative (which term is used herein with the same meaning as given in Rule 501(h) of Regulation D), the undersigned has been advised by his Purchaser Representative as to the merits and risks of an investment in the Company in general, and the suitability of an investment in the Units for the undersigned in particular; and (v) The undersigned (together with his Purchaser Representative(s), if any) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Units. If other than an individual, the undersigned also represents it has not been organized for the purpose of acquiring the Units. (c) The information contained in the Accredited Investor Questionnaire, which accompanies this Agreement and which has been completed and executed by the undersigned (the "Investor Questionnaire") in connection herewith, is accurate, complete and true in all respects, and the undersigned is an “"accredited investor” ," as that term is defined in Rule 501(a) of Regulation D D. (d) The undersigned (and his Purchaser Representative, if any) has been furnished with a copy of the 1933 Act; (iv) Investor is purchasing the Note Confidential Private Placement Memorandum, dated October 21, 2003, together with all annexes thereto, and the Warrant Supplement to the Confidential Private Placement Memorandum, dated November 24, 2003 (as such documents may be amended, modified or supplemented from time to time, collectively the "Memorandum"), relating to the private placement by the Company of the Units. (e) The undersigned is not relying on the Company with respect to economic considerations involved in this investment. The undersigned has relied on the advice of, or has consulted with only the person(s), if any, named as Purchaser Representative(s) herein. Each Purchaser Representative, if any, is capable of evaluating the merits and risks of an investment in the Units as such are described in the Memorandum, and each Purchaser Representative, if any, has disclosed to the undersigned in writing (a copy of which is annexed to this Agreement) the specific details of any Conversion Shares and Warrant Sharesall past, present or future relationships, actual or contemplated, between himself and the Company. (f) for its own accountThe undersigned represents, for investment purposes only warrants and has no current arrangements agrees that he will not sell or understandings for otherwise transfer the resale shares of Common Stock (including such shares into which the Warrants are exercisable) or distribution to others and will only resell such Warrants without registration under the Securities or any part thereof pursuant to a registration Act or an available exemption under applicable law; (v) Investor acknowledges therefrom, and fully understands and agrees that he must bear the offer and sale economic risk of his purchase because, among other reasons, neither the Securities shares of Common Stock nor the Warrants have not been registered under the 1933 Securities Act or under the securities laws of any state or other jurisdictionand, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Acttherefore, and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Securities Act and any under the applicable state securities laws of such states, or an exemption from such registration is available; (vi) Investor has reviewed this Agreement . In particular, the undersigned is aware that the shares of Common Stock and the information set forth Warrants are "restricted securities," as such term is defined in the reports filed by Company with the SEC pursuant to Rule 144 promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”"Rule 144"), and has had both the opportunity that they may not be sold pursuant to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks Rule 144 unless all of the purchase conditions of Rule 144 are met. The undersigned also understands that, except as otherwise provided herein, the Company is under no obligation to register the shares of Common Stock or Warrants on his behalf or to assist him in complying with any exemption from registration under the Securities Act or applicable state securities laws. The undersigned understands that any sales or transfers of the Note shares of Common Stock and Warrants are further restricted by state securities laws and the transactions contemplated by provisions of this Agreement; and . (viiig) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any No representations or warranties have been made to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated undersigned by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents agents, affiliates or representatives subsidiaries, other than as set forth any representation of the Company contained herein and in the Transaction DocumentsMemorandum, and in subscribing for Units, the undersigned is not relying upon any representation other than those contained herein or in the Memorandum. (h) The undersigned understands and acknowledges that his purchase of Units is a speculative investment that involves a high degree of risk and the potential loss of his entire investment. (i) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Units will not cause such overall commitment to become excessive. (j) The undersigned understands and agrees that the certificates for the shares of Common Stock (including such shares into which the Warrants are exercisable) and Warrants shall bear substantially the following legend until (i) such securities shall have been registered under the Securities Act and effectively disposed of in accordance with a registration statement that has been declared effective or (ii) in the opinion of counsel for the Company such securities may be sold without registration under the Securities Act as well as any applicable "blue sky" or state securities laws: (k) The undersigned hereby covenants and agrees that it will not have an open position (e.g. short sale) in the Securities prior to the Registration Statement (as defined below) being declared effective by the U.S. Securities and Exchange Commission (the "SEC"). The undersigned hereby acknowledges and understands that if the undersigned has an open position in the Securities prior to the Registration Statement being declared effective by the SEC, such open position will constitute a violation of Section 5 of the Securities Act. (l) The foregoing representations, warranties and agreements shall survive the purchase of the Securities.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been takenauthorized; (ii) Investor has all necessary power and authority under all applicable provisions of law to execute and deliver each Transaction Document and to carry out their provisions; (iii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iiiiv) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (ivv) Investor is purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) Interest for its investment for such Investor’s own account, and not with a view to, or for investment purposes only resale in connection with, any distribution thereof, and Investor has no current arrangements present intention of selling or understandings for distributing any of the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable lawInterest; (vvi) Investor has had an opportunity to discuss Company’s business, management and financial affairs with its management and to obtain any additional information which Investor has deemed necessary or appropriate for deciding whether or not to purchase the Interest, including an opportunity to receive, review and understand the information set forth in Company’s financial statements, capitalization and other business information as Investor deems prudent; (vii) Investor acknowledges that the offer and sale of the Securities no other representations or warranties, oral or written, have not been registered under the 1933 Act made by Company or the securities laws of any agent thereof except as set forth in this Agreement; (viii) Investor is aware that no federal, state or other jurisdictionagency has made any finding or determination as to the fairness of the investment, nor made any recommendation or endorsement of the Interest; (ix) Investor has such knowledge and experience in financial and business matters, including investments in other emerging growth companies that such individual or entity is capable of evaluating the merits and risks of the investment in the Interest and it is able to bear the economic risk of such investment, (x) Investor has such knowledge and experience in financial and business matters that such individual or entity is capable of utilizing the information made available in connection with the offering of the Interest, of evaluating the merits and risks of an investment in the Interest and of making an informed investment decision with respect to the Interest; (xi) neither Investor, nor any person or entity with whom such Investor shares beneficial ownership of the Interest, is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii); (xii) Investor is aware that there is currently no public market for the Interest, that there is no guarantee that a public market will develop at any time in the future and Investor understands that the Securities are being Interest is unregistered and may not presently be sold except in accordance with applicable securities laws; (and xiii) Investor understands that the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and Interest cannot be disposed readily sold or liquidated in case of an emergency or other financial need; (xiv) Investor acknowledges and agrees that the Interest must be held indefinitely unless they are it is subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) , and Investor has reviewed this Agreement been advised or is aware of the provisions of Rule 144 promulgated under the 1933 Act as in effect from time to time, which permits limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the Company and the information set forth resale occurring following the required holding period under Rule 144; and (xv) each instrument evidencing the Interest which Investor may purchase hereunder may be imprinted with legends substantially in the reports filed by following form: Notwithstanding the foregoing representations and warranties, Company with acknowledges and agrees that such representations and warranties do not affect Company’s obligations to repay the SEC Interest in full pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documentsterms thereof.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: : (i) Investor is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the requisite power to enter into and consummate the transactions contemplated by the Transaction Documents to which it is a party and otherwise carry out its obligations hereunder and thereunder; (ii) this Agreement has and the other Transaction Documents to which it is a party have been duly and validly authorized and all action on Investor’s part required for the execution and delivery authorized; (iii) each of this Agreement and the other Transaction Documents has been taken; (ii) this Agreement to which it is a party constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; ; (iiiiv) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; ; (ivv) Investor is purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own accountaccount and not with a view towards, or for investment purposes only and has no current arrangements or understandings for resale in connection with, the resale public sale or distribution thereof in violation of applicable securities laws, except pursuant to others sales registered or exempted under the 1933 Act; provided, however, by making the representations herein, Investor does not agree, or make any representation or warranty, to hold the Note for any minimum or other specific term and will only resell such Securities reserves the right to dispose of the Note at any time in accordance with or any part thereof pursuant to a registration statement or an available exemption from registration under applicable law; the 1933 Act; (vvi) Investor acknowledges does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute the Note or Common Shares (as defined below) in violation of applicable securities laws; (vii) Investor and its advisors, if any, have been afforded the opportunity to ask questions of Company; (viii) neither such inquiries nor any other due diligence investigations conducted by Investor or its advisors, if any, or its representatives shall modify, amend or affect Investor’s right to rely on Company’s representations and warranties contained herein; (ix) Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Note; and (x) Investor understands that the offer and sale of the Securities have Note has not been and is not being registered under the 1933 Act or the any state securities laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares Company will be) offered and sold pursuant to an exemption from registration contained not be obligated in the 1933 Act, and cannot be disposed of unless they are subsequently registered future to register the Note under the 1933 Act or the 1934 Act, or under any state securities laws and that Company has not made or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the 1933 Act or any applicable state securities laws for the resale, pledge or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks other transfer of the purchase Note. For purposes of the Note and the transactions contemplated by this Agreement; , “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor governmental entity or any of its officers, directors, employees, agents department or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documentsagency thereof.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on by Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been taken; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; . (iv) Investor is purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) Securities for its own account, for investment purposes only only, and has no current arrangements not with a view to or understandings for sale in connection with any distribution thereof in violation of the resale or distribution to others and will only resell such Securities 1933 Act or any part thereof pursuant to a registration or an available exemption under applicable lawstate securities laws; (v) Investor acknowledges that the offer and sale of the Securities was not made by means of any general solicitation or general advertising, including, but not limited to, any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; (vi) Investor has been afforded the opportunity to ask questions of and receive answers from Company and its management regarding Company, its business, and the terms and conditions of the offering of the Securities, and to obtain any additional information necessary to verify the accuracy of the information provided to Investor, and Investor has conducted its own independent evaluation of the risks and merits of its investment in the Securities; (vii) Investor understands that the Securities have not been registered under the 1933 Act or the any state securities laws and are being offered and sold in reliance upon exemptions from the registration requirements of any the 1933 Act and applicable state or other jurisdictionsecurities laws, and that the Securities are being (“restricted securities” under applicable federal and the Conversion Shares state securities laws and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and canmay not be disposed of resold or transferred unless they such Securities are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (viviii) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable that it to evaluate is capable of evaluating the merits and risks of the purchase of the Note investment; and (ix) Investor has not engaged any broker, finder, or intermediary in connection with the transactions contemplated by this Agreement; , and (viii) neither Company nor no broker, finder, or intermediary is entitled to any fee or commission in connection therewith by reason of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated action taken by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction DocumentsInvestor.

Investor’s Representations and Warranties. Investor The undersigned hereby acknowledges, agrees with and represents and warrants to Company that the Company, as of the Closing Date: follows: (ia) The undersigned has full power and authority to enter into this Agreement has been duly and validly authorized and all action on Investor’s part required for Agreement, the execution and delivery of this Agreement and the other Transaction Documents which has been taken; (ii) duly authorized, if applicable, and this Agreement constitutes a valid and legally binding agreement obligation of Investor enforceable the undersigned. (b) The undersigned acknowledges his, her or its understanding that the offering and sale of the Shares and Warrants comprising the Units is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the undersigned represents and warrants to the Company as follows: (i) The undersigned realizes that the basis for the exemption from registration may not be available if, notwithstanding the undersigned’s representations contained herein, the undersigned is merely acquiring the Shares and the Warrants comprising the Units for a fixed or determinable period in accordance the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention. (ii) The undersigned is acquiring the Shares and the Warrants comprising the Units solely for the undersigned’s own beneficial account, for investment purposes, and not with its terms; view to, or resale in connection with, any distribution of the Shares or the Warrants. (iii) The undersigned has the financial ability to bear the economic risk of his, her or its investment, has adequate means for providing for their current needs and contingencies, and has no need for liquidity with respect to the investment in the Company. (iv) The undersigned and the undersigned’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received the Confidential Private Placement Memorandum, dated July 25, 2006, together with all appendices thereto (as such documents may be amended or supplemented, the “Memorandum”), relating to the private placement by the Company of the Units, and all other documents requested by the undersigned or Advisors, if any, have carefully reviewed them and understand the information contained therein, prior to the execution of this Agreement. (v) The undersigned (together with his, her or its Advisors, if any) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Units. If other than an individual, the undersigned also represents it has not been organized solely for the purpose of acquiring the Units. (c) The information in the Investor Questionnaire completed and executed by the undersigned (the “Investor Questionnaire”) is true and accurate in all respects, and the undersigned is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D D. (d) The undersigned (and his, her or its Advisors, if any) has been furnished with a copy of the 1933 Act; Memorandum. (ive) Investor The undersigned is purchasing not relying on the Note Company or its affiliates or sub-agents with respect to economic considerations involved in this investment. The undersigned has relied on the advice of, or has consulted with, only his, her or its Advisors. Each Advisor, if any, is capable of evaluating the merits and risks of an investment in the Units as such are described in the Memorandum, and each Advisor, if any, has disclosed to the undersigned in writing (a copy of which is annexed to this Agreement) the specific details of any and all past, present or future relationships, actual or contemplated, between the Advisor and the Warrant (and any Conversion Shares and Warrant Shares) for its own accountPlacement Agent, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities if any, or any part thereof pursuant to a affiliate or sub-agent thereof. (f) The undersigned represents, warrants and agrees that he, she or it will not sell or otherwise transfer the Shares or the Warrants comprising the Units without registration under the Securities Act or an available exemption under applicable law; (v) Investor acknowledges therefrom, and fully understands and agrees that the offer and sale undersigned must bear the economic risk of his, her or its purchase because, among other reasons, the Securities Shares or the Warrants comprising the Units have not been registered under the 1933 Securities Act or under the securities laws of any state or other jurisdictionand, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Acttherefore, and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Securities Act and any under the applicable state securities laws of such states, or an exemption from such registration is available; . In particular, the undersigned is aware that the Shares or the Warrants comprising the Units are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (vi) Investor has reviewed this Agreement “Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The undersigned also understands that, except as otherwise provided in Section 5 hereof, the Company is under no obligation to register the Shares or the Warrants comprising the Units on his, her or its behalf or to assist them in complying with any exemption from registration under the Securities Act or applicable state securities laws. The undersigned understands that any sales or transfers of the Shares or the Warrants comprising are further restricted by state securities laws and the information provisions of this Agreement. (g) No representations or warranties have been made to the undersigned by the Company, or any of their respective officers, employees, agents, sub-agents, affiliates or subsidiaries, other than any representations of the Company contained herein and in the Memorandum, and in subscribing for the Units the undersigned is not relying upon any representations other than those contained herein or in the Memorandum. (h) The undersigned understands and acknowledges that his, her or its purchase of the Units is a speculative investment that involves a high degree of risk and the potential loss of their entire investment and has carefully read and considered the matters set forth in the reports filed by Memorandum and in particular the matters under the caption “Cautionary Language Regarding Forward-Looking Statements and Industry Data” and “Risk Factors” therein, and, in particular, acknowledges that the Company with the SEC pursuant has a limited operating history and is engaged in a highly competitive business. (i) The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth, and an investment in the Units will not cause such overall commitment to become excessive. (j) The undersigned understands and agrees that the certificates for the Shares shall bear substantially the following legend until (i) such Shares shall have been registered under the Securities Exchange Act and effectively disposed of 1934in accordance with a registration statement that has been declared effective or (ii) in the opinion of counsel for the Company such Shares may be sold without registration under the Securities Act, as amended well as any applicable “blue sky” or state securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (k) Neither the U.S. Securities and Exchange Commission (the “1934 ActSEC”)) nor any state securities commission has approved the Shares or the Warrants comprising Units or passed upon or endorsed the merits of the Offering or confirmed the accuracy or determined the adequacy of the Memorandum. The Memorandum has not been reviewed by any Federal, state or other regulatory authority. (l) The undersigned and has his, her or its Advisors, if any, have had both the a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the officers and directors of Company concerning the business offering of the Units and the business, financial condition, results of operations and prospects of Company the Company, and to obtain any additional information regarding Company and its business and operations, all such questions have been answered to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks full satisfaction of the purchase undersigned and his, her or its Advisors, if any. (m) The undersigned is unaware of, is in no way relying on, and did not become aware of the Note offering of the Units through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet, in connection with the offering and sale of the Units and is not subscribing for Units and did not become aware of the offering of the Units through or as a result of any seminar or meeting to which the undersigned was invited by, or any solicitation of a subscription by, a person not previously known to the undersigned in connection with investments in securities generally. (n) The undersigned has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby (other than commissions to be paid by this Agreement; and the Company to the Placement Agent, if any, its sub-agents or as otherwise described in the Memorandum). (viiio) neither Company nor The undersigned is not relying on the Company, the Placement Agent, if any, or any of its officers, directors, stockholders, their respective employees, agents or representatives sub-agents with respect to the legal, tax, economic and related considerations of an investment in the Units, and the undersigned has made relied on the advice of, or has consulted with, only his, her or its own Advisors. (p) The undersigned acknowledges that any estimates or forward-looking statements or projections included in the Memorandum were prepared by the future management of the Company in good faith, but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed by the Company or its management and should not be relied upon. (q) No oral or written representations have been made, or warranties oral or written information furnished, to Investor the undersigned or his, her or its Advisors, if any, in connection with the offering of the Units which are in any way inconsistent with the information contained in the Memorandum. (r) The undersigned’s substantive relationship with the Placement Agent, if any, or sub-agents through which the undersigned is subscribing for Units predates the Placement Agent’s or such sub-agents’ contact with the undersigned regarding an investment in the Units. (s) (For ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has been informed of an understands the Company’s investment objectives, policies and strategies, and that the decision to invest “plan assets” (as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require diversification of plan assets and impose other fiduciary responsibilities. The Subscriber or Plan fiduciary (a) is responsible for the decision to invest in the Company; (b) is independent of the Company and any of its affiliates; (c) is qualified to make such investment decision; and (d) in making such decision, the Subscriber or Plan fiduciary has not relied primarily on any advice or recommendation of the Company or any of its officersaffiliates. (t) The foregoing representations, directors, employees, agents or representatives except as expressly set forth in warranties and agreements shall survive the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction DocumentsClosing.

Investor’s Representations and Warranties. Investor represents makes the following representations and warrants to Company warranties: (a) Investor is a resident of the State of California. (b) Investor has taken all action that is necessary on its part for the execution, delivery and performance of this Agreement and the Warrant Acquisition Agreement as of the Closing Date: date hereof. (ic) Investor is not in violation of any applicable statute, rule or regulation adopted, enacted or promulgated by any government or governmental authority the consequence of which would have an adverse effect on consummation of the transactions contemplated by this Agreement has been duly and validly authorized and all action in accordance with its terms or a material adverse effect on Investor’s part required for the financial condition. (d) Neither execution and delivery of this Agreement by Investor nor consummation of the transactions contemplated hereby will (i) violate any provisions of law applicable to Investor, or (ii) violate, conflict with or result in a breach of or default under any contract, instrument or other agreement to which Investor is a party or any governmental or judicial order or decree applicable to Investor. (e) (i) All documents, records and books of the other Transaction Documents has Company requested by Investor have been takenmade available or delivered to Investor and all questions of Investor relating to this transaction have been answered by the Company; (ii) this Agreement constitutes Investor understands that the Warrant and the shares of Common Stock covered by it (the “Shares”) are a valid and binding agreement speculative investment which involve a high degree of risk of loss by Investor enforceable in accordance with of its termsinvestment therein; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) it has been offered the opportunity to ask questions of Regulation D appropriate officers of the 1933 ActCompany with respect to its business and affairs, and such officers have answered all such questions to its satisfaction; (iv) Investor is purchasing the Note and its purchase of the Warrant (and any Conversion Shares and Warrant Shares) is being made for its Investor’s own account, account for investment purposes only and has with no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable lawintention of immediate distribution; (v) Investor acknowledges that has the offer and sale of the Securities have not been registered under the 1933 Act or the securities laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient requisite knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of an investment in the purchase Warrant; (vi) it is aware that the Warrant and each of the Note Shares may be a “restricted security” within the meaning of such term under Rule 144 of the Rules of the SEC (“Rule 144”), that the Warrant and the transactions contemplated by this AgreementShares may be subject to the resale restrictions of Rule 144 (unless another exemption is available under the Securities Act of 1933, as amended (the “Securities Act”)), and that, if Investor at any time is deemed to be an affiliate of the Company, the Warrant and the Shares may be subject to the additional resale restrictions under Rule 144 applicable to affiliates; (vii) it is aware that until the Warrant or the Shares may be registered under the Securities Act, it may be unable to liquidate its investment in them despite a need to do so; and (viii) neither Company nor it is aware that the Warrant and the Shares may bear a legend conditioning the transfer of them upon the receipt of a satisfactory opinion to the effect that any proposed transfer of its officersthem is exempt from registration under the Securities Act, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, like. (f) Investor is not relying on any representation, warranty, covenant or promise an accredited investor under Rule 501(a) of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in Regulation D under the Transaction DocumentsSecurities Act of 1933 (the “Act”).

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been takenauthorized; (ii) Investor is a limited liability company duly organized, validly existing and in good standing under the laws of its state of organization; (iii) this Agreement constitutes a the valid and binding agreement obligations of Investor enforceable in accordance with its terms; (iiiiv) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) Investor is purchasing the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) this Agreement has been duly executed and delivered on behalf of Investor. Investor further represents and warrants to Company that Investor is aware of Company’s business affairs and financial condition and has acquired sufficient information about Company to reach an informed and knowledgeable decision to acquire the Securities. Investor acknowledges and understands that any investment in Company’s Conversion Shares is highly speculative and subject to a high degree of risk which could result in the loss of Investor’s entire investment. Investor acknowledges that it has had the offer opportunity to review all reports, schedules, forms, statements and sale of the Securities have not been registered under the 1933 Act or the securities laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant documents required to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with under the SEC pursuant to Securities Act and the Securities Exchange Act of 1934, as amended (the “1934 Act”), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as Company was required by law or regulation to file such material) and has had both been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from the officers and directors from, representatives of Company concerning the business terms and operations conditions of Company the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to obtain any additional information regarding about Company and its business and financial condition, results of operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expensebusiness, necessary to verify the accuracy of such information; (vii) Investor possesses properties, management and prospects sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreementits investment; and (viiiiii) neither the opportunity to obtain such additional information that Company nor possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Investor hereby confirms that Investor is purchasing the Securities for Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Investor has no present intention of its officersselling, directorsgranting any participation in, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in otherwise distributing the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documentssame. By executing this Agreement, Investor is further represents that Investor does not relying on presently have any representationcontract, warrantyundertaking, covenant agreement or promise arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Securities. Investor has not been formed for the specific purpose of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in acquiring the Transaction DocumentsSecurities.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been takenauthorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) Investor is purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own accountaccount and not with a view towards, or for investment purposes only and has no current arrangements or understandings for resale in connection with, the resale public sale or distribution thereof in violation of applicable securities laws, except pursuant to others sales registered or exempted under the 1933 Act; provided, however, by making the representations herein, Investor does not agree, or make any representation or warranty, to hold the Note for any minimum or other specific term and will only resell such Securities reserves the right to dispose of the Note at any time in accordance with or any part thereof pursuant to a registration statement or an available exemption from registration under applicable lawthe 1933 Act; (v) Investor acknowledges that does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute the Note in violation of applicable securities laws; (vi) Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of Company and materials relating to the offer and sale of the Securities Note that have been requested by Investor; (vii) Investor and its advisors, if any, have been afforded the opportunity to ask questions of Company; (viii) neither such inquiries nor any other due diligence investigations conducted by Investor or its advisors, if any, or its representatives shall modify, amend or affect Investor's right to rely on Company's representations and warranties contained herein; (ix) Investor understands that its investment in the Note involves a high degree of risk; (x) Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Note; and (xi) Investor understands that the Note has not been and is not being registered under the 1933 Act or the any state securities laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares Company will be) offered and sold pursuant to an exemption from registration contained not be obligated in the 1933 Act, and cannot be disposed of unless they are subsequently registered future to register the Note under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), or under any state securities laws and that Company has had both not made nor is the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warrantywarranty or covenant, covenant express or promise implied, as to the availability of Company any exemption from registration under the 1933 Act or its officersany applicable state securities laws for the resale, directorspledge or other transfer of the Note. For purposes of this Agreement, members“Person” means an individual, managersa limited liability company, employeesa partnership, agents a joint venture, a corporation, a trust, an unincorporated organization, any other entity, and any governmental entity or representatives other than as set forth in the Transaction Documentsany department or agency thereof.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been takenauthorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) Investor is purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own accountaccount and not with a view towards, or for investment purposes only and has no current arrangements or understandings for resale in connection with, the resale public sale or distribution thereof in violation of applicable securities laws, except pursuant to others sales registered or exempted under the 1933 Act; provided, however, by making the representations herein, Investor does not agree, or make any representation or warranty, to hold the Note for any minimum or other specific term and will only resell such Securities reserves the right to dispose of the Note at any time in accordance with or any part thereof pursuant to a registration statement or an available exemption from registration under applicable lawthe 1933 Act; (v) Investor acknowledges that does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute the Note in violation of applicable securities laws; (vi) Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of Company and materials relating to the offer and sale of the Securities Note that have been requested by Investor; (vii) Investor and its advisors, if any, have been afforded the opportunity to ask questions of Company; (viii) neither such inquiries nor any other due diligence investigations conducted by Investor or its advisors, if any, or its representatives shall modify, amend or affect Investor's right to rely on Company's representations and warranties contained herein; (ix) Investor understands that its investment in the Note involves a high degree of risk; (x) Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Note; (xi) Investor understands that the Note has not been and is not being registered under the 1933 Act or the any state securities laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares Company will be) offered and sold pursuant to an exemption from registration contained not be obligated in the 1933 Act, and cannot be disposed of unless they are subsequently registered future to register the Note under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), or under any state securities laws and that Company has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain not made or is making any additional information regarding Company and its business and operationsrepresentation, warranty or covenant, express or implied, as to the extent Company possesses such information availability of any exemption from registration under the 1933 Act or can acquire it without unreasonable effort any applicable state securities laws for the resale, pledge or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks other transfer of the purchase Note. For purposes of the Note and the transactions contemplated by this Agreement; , “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor governmental entity or any of its officers, directors, employees, agents department or representatives except as expressly agency thereof. Investor acknowledges that the security interest set forth in the Transaction Documents andSecurity Agreement will be secondary to, in making its decision to enter into and subordinated to, the transactions contemplated by security interest of the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than First Lien Holder (as set forth defined in the Transaction DocumentsSecurity Agreement).

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been takenauthorized; (ii) Investor has all necessary power and authority under all applicable provisions of law to execute and deliver each Transaction Document and to carry out their provisions; (iii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) Investor is purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its investment for such Investor’s own account, and not with a view to, or for investment purposes only resale in connection with, any distribution thereof, and Investor has no current arrangements present intention of selling or understandings for distributing the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable lawNote; (vvi) Investor has had an opportunity to discuss the Company’s business, management and financial affairs with its management and to obtain any additional information which Investor has deemed necessary or appropriate for deciding whether or not to purchase the Note, including an opportunity to receive, review and understand the information set forth in the Company’s financial statements, capitalization and other business information as Investor deems prudent; (vii) Investor acknowledges that no other representations or warranties, oral or written, have been made by the offer and sale of the Securities have not been registered under the 1933 Act Company or the securities laws of any agent thereof except as set forth in this Agreement; (viii) Investor is aware that no federal, state or other jurisdictionagency has made any finding or determination as to the fairness of the investment, nor made any recommendation or endorsement of the Note; (ix) Investor has such knowledge and experience in financial and business matters, including investments in other emerging growth companies that such individual or entity is capable of evaluating the merits and risks of the investment in the Note and it is able to bear the economic risk of such investment, (x) Investor has such knowledge and experience in financial and business matters that such individual is capable of utilizing the information made available in connection with the offering of the Note, of evaluating the merits and risks of an investment in the Note and of making an informed investment decision with respect to the Note; (xii) Investor is aware that there is currently no public market for the Note, that there is no guarantee that a public market will develop at any time in the future and Investor understands that the Securities are being Note is unregistered and may not presently be sold except in accordance with applicable securities laws; (and xiii) Investor understands that the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and Note cannot be disposed readily sold or liquidated in case of an emergency or other financial need; (xiv) Investor acknowledges and agrees that the Note must be held indefinitely unless they are it is subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) , and Investor has reviewed this Agreement been advised or is aware of the provisions of Rule 144 promulgated under the 1933 Act as in effect from time to time, which permits limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about Company and the information set forth in resale occurring following the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreementrequired holding period under Rule 144; and (viiixv) neither each instrument evidencing the Note which Investor may purchase hereunder may be imprinted with legends substantially in the following form: Company nor covenants and agrees it will not use a breach by Investor of any of its officers, directors, stockholders, employees, agents or representatives has made any the representations or and warranties in this Section 2 as a defense to Investor or any performance of its officers, directors, employees, agents or representatives except as expressly set forth in obligations under the Transaction Documents andor in any attempt to avoid, in making its decision to enter into the transactions contemplated by the Transaction Documentsmodify, Investor is not relying on any representationreduce, warranty, covenant rescind or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documentsvoid such obligations.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Effective Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been takenauthorized; (ii) Investor has all necessary power and authority under all applicable provisions of law to execute and deliver each Transaction Document and to carry out their provisions; (iii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iiiiv) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (ivv) Investor is purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) Securities for its investment for such Investor’s own account, and not with a view to, or for investment purposes only resale in connection with, any distribution thereof, and Investor has no current arrangements present intention of selling or understandings distributing any of the Securities, (vi) Investor has had an opportunity to discuss Company’s business, management and financial affairs with its management and to obtain any additional information which Investor has deemed necessary or appropriate for deciding whether or not to purchase the resale or distribution Securities, including an opportunity to others receive, review and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; understand the information set forth in Company’s financial statements, capitalization and other business information as Investor deems prudent, (vvii) Investor acknowledges that the offer and sale of the Securities no other representations or warranties, oral or written, have not been registered under the 1933 Act made by Company or the securities laws of any agent thereof except as set forth in this Agreement, (viii) Investor is aware that no federal, state or other jurisdictionagency has made any finding or determination as to the fairness of the investment, nor made any recommendation or endorsement of the Securities, (ix) Investor has such knowledge and experience in financial and business matters, including investments in other emerging growth companies that such individual or entity is capable of evaluating the merits and risks of the investment in the Note and it is able to bear the economic risk of such investment, (x) Investor has such knowledge and experience in financial and business matters that such individual is capable of utilizing the information made available in connection with the offering of the Securities, of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect to the Securities, (xi) neither Investor, nor any person or entity with whom such Investor shares beneficial ownership of the Securities, is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii); (xii) Investor is aware that there is currently no public market for the Note, that there is no guarantee that a public market will develop at any time in the future and Investor understands that the Securities are being Note is unregistered and may not presently be sold except in accordance with applicable securities laws, (and xiii) Investor understands that the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and Note cannot be disposed readily sold or liquidated in case of an emergency or other financial need, (xiv) Investor acknowledges and agrees that the Note must be held indefinitely unless they are it is subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; , and Investor has been advised or is aware of the provisions of Rule 144 promulgated under the 1933 Act as in effect from time to time, which permits limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the Company and the resale occurring following the required holding period under Rule 144, (vixv) Investor is not affiliated in any way with Unkar Systems (as defined below), has reviewed this Agreement no contractual or other relationship with Unkar Systems and receives no payments, kickbacks or other compensation of any kind from Unkar Systems, and (xvi) each instrument evidencing the information set forth Note which Investor may purchase hereunder may be imprinted with legends substantially in the reports filed by following form: Notwithstanding the foregoing representations and warranties, Company with acknowledges and agrees that such representations and warranties do not affect Company’s obligations to repay the SEC Note in full pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documentsterms thereof.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been takenauthorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) prior to the execution of this Agreement, Investor is purchasing and Investor’s attorney, accountant and/or tax or investment adviser, if any (collectively, the Note “Advisors”), have received all documents related to Company and its current and future business as requested by Investor, have carefully reviewed them and understand the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable lawinformation contained therein; (v) Investor acknowledges that and its Advisors have been afforded by Company a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of Company concerning the offer matters contemplated by the Transaction Documents and sale the business, financial condition and results of the Securities have not been registered under the 1933 Act or the securities laws operations of any state or other jurisdictionCompany, and that all such questions have been answered to the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed full satisfaction of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is availableInvestor; (vi) Investor is aware that an investment in the Note is high risk, involving a number of very significant risks and has reviewed this Agreement carefully read and considered the information matters set forth under the caption “Risk Factors” in each of the reports Company’s Form 10-K filed by Company with the SEC pursuant to on March 31, 2025, and subsequent reports on Form 10-Q filed with the Securities Exchange Act of 1934SEC, as amended well as Company’s disclosures contained in subsequent Current Reports on Form 8-K, including the documents incorporated by reference therein (the “1934 ActSEC Reports”), ) and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents. Company covenants and agrees it will not use any inaccuracy in any of the foregoing representations and warranties as a defense to performance of its obligations under the Transaction Documents or in any attempt to avoid, modify, reduce, rescind or void such obligations; provided, however, that Company shall otherwise retain all rights and remedies for Investor’s breach of any such representations or warranties.

Investor’s Representations and Warranties. Investor The undersigned hereby acknowledges, agrees with and represents and warrants to Company that Pubco and the Placement Agent and its affiliates, as of the Closing Date: follows: (ia) The undersigned has full power and authority to enter into this Agreement has been duly and validly authorized and all action on Investor’s part required for Agreement, the execution and delivery of this Agreement and the other Transaction Documents which has been taken; (ii) duly authorized, if applicable, and this Agreement constitutes a valid and legally binding agreement obligation of Investor enforceable the undersigned. (b) The undersigned acknowledges his, her or its understanding that the offering and sale of the Units is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the undersigned represents and warrants to Pubco and the Placement Agent and its affiliates as follows: (i) The undersigned realizes that the basis for the exemption from registration may not be available if, notwithstanding the undersigned’s representations contained herein, the undersigned is merely acquiring the Units for a fixed or determinable period in accordance the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention. (ii) The undersigned is acquiring the Units solely for the undersigned’s own beneficial account, for investment purposes, and not with its terms; view to, or resale in connection with, any distribution of the shares of Preferred Stock, or shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable. (iii) The undersigned has the financial ability to bear the economic risk of his, her or its investment, has adequate means for providing for their current needs and contingencies, and has no need for liquidity with respect to the investment in Pubco; (iv) The undersigned and the undersigned’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received the Confidential Private Placement Memorandum, dated October 3, 2005, together with all appendices thereto (as such documents may be amended or supplemented, the “Memorandum”), relating to the private placement by Pubco of the Units, and all other documents requested by the undersigned or Advisors, if any, have carefully reviewed them and understand the information contained therein, prior to the execution of this Agreement; and (v) The undersigned (together with his, her or its Advisors, if any) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Units. If other than an individual, the undersigned also represents it has not been organized solely for the purpose of acquiring the Units. (c) The information in the Investor Questionnaire completed and executed by the undersigned (the “Investor Questionnaire”) is true and accurate in all respects, and the undersigned is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D D. (d) The undersigned (and his, her or its Advisors, if any) has been furnished with a copy of the 1933 Act; Memorandum. (ive) Investor The undersigned is purchasing not relying on the Note Placement Agent or its affiliates or sub-agents with respect to economic considerations involved in this investment. The undersigned has relied on the advice of, or has consulted with, only his Advisors. Each Advisor, if any, is capable of evaluating the merits and risks of an investment in the Units as such are described in the Memorandum, and each Advisor, if any, has disclosed to the undersigned in writing (a copy of which is annexed to this Agreement) the specific details of any and all past, present or future relationships, actual or contemplated, between the Advisor and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities Placement Agent or any part thereof pursuant to a affiliate or sub-agent thereof. (f) The undersigned represents, warrants and agrees that he, she or it will not sell or otherwise transfer the shares of Preferred Stock or Warrants (including such shares of Common Stock into which the Preferred Stock is convertible and Warrants are exercisable, and collectively with the Preferred Stock and Warrants, the “Securities”) without registration under the Securities Act or an available exemption under applicable law; (v) Investor acknowledges therefrom, and fully understands and agrees that the offer and sale undersigned must bear the economic risk of his, her or its purchase because, among other reasons, the Securities have not been registered under the 1933 Securities Act or under the securities laws of any state or other jurisdictionand, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Acttherefore, and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Securities Act and any under the applicable state securities laws of such states, or an exemption from such registration is available; . In particular, the undersigned is aware that the Securities are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (vi) Investor has reviewed this Agreement “Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The undersigned also understands that, except as otherwise provided herein, Pubco is under no obligation to register the Securities on his, her or its behalf or to assist them in complying with any exemption from registration under the Securities Act or applicable state securities laws. The undersigned understands that any sales or transfers of the Securities are further restricted by state securities laws and the information provisions of this Agreement. (g) No representations or warranties have been made to the undersigned by Pubco, VirtualScopics, LLC or the Placement Agent, or any of their respective officers, employees, agents, sub-agents, affiliates or subsidiaries, other than any representations of Pubco or the Placement Agent contained herein and in the Memorandum, and in subscribing for Units the undersigned is not relying upon any representations other than those contained herein or in the Memorandum. (h) The undersigned understands and acknowledges that his, her or its purchase of the Units is a speculative investment that involves a high degree of risk and the potential loss of their entire investment and has carefully read and considered the matters set forth in the reports filed by Company Memorandum and in particular the matters under the caption “Cautionary Language Regarding Forward-Looking Statements and Industry Data” and “Risk Factors” therein, and, in particular, acknowledges that VirtualScopics has a limited operating history and is engaged in a highly regulated business, including required compliance with the SEC pursuant Food, Drug and Cosmetic Act and the rules and regulations of the Food and Drug Administration. (i) The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth, and an investment in the Units will not cause such overall commitment to become excessive. (j) The undersigned understands and agrees that the certificates for the Securities Exchange shall bear substantially the following legend until (i) such Securities shall have been registered under the Securities Act and effectively disposed of 1934in accordance with a registration statement that has been declared effective or (ii) in the opinion of counsel for Pubco such Securities may be sold without registration under the Securities Act, as amended well as any applicable “blue sky” or state securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (k) Neither the U.S. Securities and Exchange Commission (the “1934 ActSEC”)) nor any state securities commission has approved the Units or the Securities, or passed upon or endorsed the merits of the Offering or confirmed the accuracy or determined the adequacy of the Memorandum. The Memorandum has not been reviewed by any Federal, state or other regulatory authority. (l) The undersigned and has his, her or its Advisors, if any, have had both the a reasonable opportunity to ask questions of and receive answers from the officers a person or persons acting on behalf of Pubco and directors of Company VirtualScopics, LLC concerning the business offering of the Units and the business, financial condition, results of operations and prospects of Company Pubco, and to obtain any additional information regarding Company and its business and operations, all such questions have been answered to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks full satisfaction of the purchase undersigned and his, her or its Advisors, if any. (m) The undersigned is unaware of, is in no way relying on, and did not become aware of the Note offering of the Units through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or electronic mail through the Internet, in connection with the offering and sale of the Units and is not subscribing for Units and did not become aware of the offering of the Units through or as a result of any seminar or meeting to which the undersigned was invited by, or any solicitation of a subscription by, a person not previously known to the undersigned in connection with investments in securities generally. (n) The undersigned has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby (other than commissions to be paid by this Agreement; and Pubco to the Placement Agent, its sub-agents or as otherwise described in the Memorandum) and, in turn, to be paid to other selected dealers. (viiio) neither Company nor The undersigned is not relying on Pubco, the Placement Agent or any of its officers, directors, stockholders, their respective employees, agents or representatives has made any representations or warranties sub-agents with respect to Investor or any the legal, tax, economic and related considerations of its officers, directors, employees, agents or representatives except as expressly set forth an investment in the Transaction Documents andUnits, and the undersigned has relied on the advice of, or has consulted with, only his, her or its own Advisors. (p) The undersigned acknowledges that any estimates or forward-looking statements or projections included in the Memorandum were prepared by the future management of Pubco in good faith, but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed by Pubco or its management and should not be relied upon. (q) No oral or written representations have been made, or oral or written information furnished, to the undersigned or his, her or its Advisors, if any, in making its decision to enter into connection with the transactions contemplated by offering of the Transaction Documents, Investor is not relying on Units which are in any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth way inconsistent with the information contained in the Transaction DocumentsMemorandum. (r) The undersigned’s substantive relationship with the Placement Agent or sub-agents through which the undersigned is subscribing for Units predates the Placement Agent’s or such sub-agents’ contact with the undersigned regarding an investment in the Units. (s) The foregoing representations, warranties and agreements shall survive the Closing.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement Investor is a limited partnership duly formed, validly existing and in good standing under the laws of its state of formation and has the requisite limited partnership power and authority to enter into and consummate the transactions contemplated by the Transaction Documents; (ii) each of the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby have been duly and validly authorized and all action on by the Investor’s part required for ; (iii) each of the execution and delivery of this Agreement and the other Transaction Documents has been taken; (ii) this Agreement to which it is a party constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iiiiv) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (ivv) Investor is purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) Securities as principal for its own account, account and not with a view to or for investment purposes only and has no current arrangements distributing or understandings for reselling the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) Investor acknowledges that the offer and sale in violation of the Securities have not been registered under the 1933 Act or the any applicable state securities laws law and has no present intention of distributing any state or other jurisdiction, and that of the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed violation of unless they are subsequently registered under the 1933 Act and or any applicable state laws or an exemption from such registration is availablesecurities law; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934such knowledge, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge sophistication and experience in business and financial and business matters so as to enable it to evaluate be capable of evaluating the merits and risks of the purchase prospective investment in the Securities, and has so evaluated the merits and risks of such investment; (vii) Investor is able to bear the Note and economic risk of an investment in the transactions contemplated by this AgreementSecurities and, is able to afford a complete loss of such investment; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives Investor acknowledges that it has made any representations or warranties had the opportunity to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in review the Transaction Documents andand the Company’s filings with the SEC and has been afforded, in making its decision (a) the opportunity to enter into ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the transactions contemplated by the Transaction DocumentsDocuments and the merits and risks of investing in the Securities; (b) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment and (c) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment; and (ix) Investor is not relying on purchasing the Securities as a result of any representationadvertisement, warrantyarticle, covenant notice or promise of Company other communication regarding the Securities published in any newspaper, magazine or its officerssimilar media or broadcast over television or radio or presented at any seminar or, directorsto Investor’s knowledge, members, managers, employees, agents any other general solicitation or representatives other than as set forth in the Transaction Documentsgeneral advertisement.

Investor’s Representations and Warranties. Each Investor represents and warrants with respect to only itself that: (a) Reliance on Exemptions. Such Investor understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Investor's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of such Investor to acquire the Securities. (b) No Governmental Review. Such Investor understands that as no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Closing DateSecurities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities. (c) Transfer or Resale. Such Investor understands that, except as provided in the Registration Rights Agreement: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been taken; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) Investor is purchasing the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) Investor acknowledges that the offer and sale of the Securities have not been and are not being registered under the 1933 Act or the securities laws of any state or other jurisdictionsecurities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Investor shall have delivered to the Company an opinion of counsel, in form and substance reasonably satisfactory to the Company, to the effect that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from registration contained in such registration, or (C) such Investor provides the 1933 ActCompany with reasonable assurance that the Securities can be sold, and cannot be disposed of unless they are subsequently registered assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act and any applicable state laws (or an exemption from such registration is availablea successor rule thereto) ("RULE 144"); (viii) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act any sale of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents.the

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement Investor is a limited liability company duly formed, validly existing and in good standing under the laws of its state of formation and has the requisite limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents; (ii) each of the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby have been duly and validly authorized and all action on by the Investor’s part required for ; (iii) each of the execution and delivery of this Agreement and the other Transaction Documents has been taken; (ii) this Agreement to which it is a party constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iiiiv) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (ivv) Investor is purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) Securities as principal for its own account, account and not with a view to or for investment purposes only and has no current arrangements distributing or understandings for reselling the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) Investor acknowledges that the offer and sale in violation of the Securities have not been registered under the 1933 Act or the any applicable state securities laws law and has no present intention of distributing any state or other jurisdiction, and that of the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed violation of unless they are subsequently registered under the 1933 Act and or any applicable state laws or an exemption from such registration is availablesecurities law; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934such knowledge, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge sophistication and experience in business and financial and business matters so as to enable it to evaluate be capable of evaluating the merits and risks of the purchase prospective investment in the Securities, and has so evaluated the merits and risks of such investment; (vii) Investor acknowledges that it has had the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties opportunity to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in review the Transaction Documents andand the Company’s filings with the SEC and has been afforded, in making its decision (a) the opportunity to enter into ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the transactions contemplated by the Transaction DocumentsDocuments and the merits and risks of investing in the Securities; (b) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment and (c) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment; and (viii) Investor is not relying on purchasing the Securities as a result of any representationadvertisement, warrantyarticle, covenant notice or promise of Company other communication regarding the Securities published in any newspaper, magazine or its officerssimilar media or broadcast over television or radio or presented at any seminar or, directorsto Investor’s knowledge, members, managers, employees, agents any other general solicitation or representatives other than as set forth in the Transaction Documentsgeneral advertisement.

Investor’s Representations and Warranties. Investor The undersigned hereby acknowledges, agrees with and represents and warrants to Company that the Placement Agent and its affiliates, as of the Closing Date: follows: (ia) The undersigned has full power and authority to enter into this Agreement has been duly and validly authorized and all action on Investor’s part required for Agreement, the execution and delivery of this Agreement and the other Transaction Documents which has been taken; (ii) duly authorized, if applicable, and this Agreement constitutes a valid and legally binding agreement obligation of Investor enforceable the undersigned. (b) The undersigned acknowledges his understanding that the offering and sale of the Units is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder ("Regulation D"). In furtherance thereof, the undersigned represents and warrants to the Placement Agent and its affiliates as follows: (i) The undersigned realizes that the basis for the exemption from registration may not be available if, notwithstanding the undersigned's representations contained herein, the undersigned is merely acquiring the Units for a fixed or determinable period in accordance the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention. (ii) The undersigned is acquiring the Unit(s) solely for the undersigned's own beneficial account, for investment purposes, and not with its terms; view to, or resale in connection with, any distribution of the shares of Common Stock, including such shares into which the Warrants are exercised, underlying such Unit(s). (iii) The undersigned has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and contingencies and has no need for liquidity with respect to his investment in the Company; (iv) [insert name of Purchaser Representative: IF NONE, SO STATE] has acted as the undersigned's Purchaser Representative for purposes of the private placement exemption under the Securities Act. If the undersigned has appointed a Purchaser Representative (which term is used herein with the same meaning as given in Rule 501(h) of Regulation D), the undersigned has been advised by his Purchaser Representative as to the merits and risks of an investment in the Company in general, and the suitability of an investment in the Units for the undersigned in particular; and (v) The undersigned (together with his Purchaser Representative(s), if any) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Units. If other than an individual, the undersigned also represents it has not been organized for the purpose of acquiring the Units. (c) The information in the Accredited Investor Questionnaire completed and executed by the undersigned (the "Investor Questionnaire") is accurate and true in all respects, and the undersigned is an “"accredited investor” ," as that term is defined in Rule 501(a) of Regulation D D. (d) The undersigned (and his Purchaser Representative, if any) has been furnished with a copy of the 1933 Act; Confidential Private Placement Memorandum, dated October 29, 2002, together with all annexes thereto (ivas such documents may be amended or supplemented, the "Memorandum"), relating to the private placement by Pubco of the Units. (e) Investor The undersigned is purchasing not relying on the Note Placement Agent or its affiliates with respect to economic considerations involved in this investment. The undersigned has relied on the advice of, or has consulted with only the person(s), if any, named as Purchaser Representative(s) herein. Each Purchaser Representative, if any, is capable of evaluating the merits and risks of an investment in the Units as such are described in the Memorandum, and each Purchaser Representative, if any, has disclosed to the undersigned in writing (a copy of which is annexed to this Agreement) the specific details of any and all past, present or future relationships, actual or contemplated, between himself and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities Placement Agent or any part thereof pursuant to a affiliate or subsidiary thereof. (f) The undersigned represents, warrants and agrees that he will not sell or otherwise transfer the shares of Common Stock (including such shares into which the Warrants are exercisable) or Warrants without registration under the Securities Act or an available exemption under applicable law; (v) Investor acknowledges therefrom, and fully understands and agrees that he must bear the offer and sale economic risk of his purchase because, among other reasons, neither the Securities shares of Common Stock nor the Warrants have not been registered under the 1933 Securities Act or under the securities laws of any state or other jurisdictionand, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Acttherefore, and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Securities Act and any under the applicable state securities laws of such states, or an exemption from such registration is available; (vi) Investor has reviewed this Agreement . In particular, the undersigned is aware that the shares of Common Stock and the information set forth Warrants are "restricted securities," as such term is defined in the reports filed by Company with the SEC pursuant to Rule 144 promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”"Rule 144"), and has had both they may not be sold pursuant to Rule 144 unless all of the opportunity conditions of Rule 144 are met. The undersigned also understands that, except as otherwise provided herein, the Company is under no obligation to ask questions register the shares of Common Stock or Warrants on his behalf or to assist him in complying with any exemption from registration under the Securities Act or applicable state securities laws. The undersigned understands that any sales or transfers of the shares of Common Stock and receive answers from Warrants are further restricted by state securities laws and the officers and directors provisions of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, this Agreement. (g) No representations or warranties have been made to the extent Company possesses such information undersigned by Pubco, Presby or can acquire it without unreasonable effort the Placement Agent, or expenseany of their respective officers, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks employees, agents, affiliates or subsidiaries, other than any representations of the Placement Agent contained herein and in the Memorandum, and in subscribing for Units the undersigned is not relying upon any representations other than any contained herein or in the Memorandum. (h) The undersigned understands and acknowledges that his purchase of the Note Units is a speculative investment that involves a high degree of risk and the transactions contemplated by this Agreement; potential loss of his entire investment. (i) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth an investment in the Transaction Documents and, Units will not cause such overall commitment to become excessive. (j) The undersigned understands and agrees that the certificates for the shares of Common Stock (including such shares into which the Warrants are exercisable) and Warrants shall bear substantially the following legend until (i) such securities shall have been registered under the Securities Act and effectively disposed of in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant accordance with a registration statement that has been declared effective or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth (ii) in the Transaction Documentsopinion of counsel for the Company such securities may be sold without registration under the Securities Act as well as any applicable "blue sky" or state securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (k) The foregoing representations, warranties and agreements shall survive the Closings.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement Investor is a limited partnership duly formed, validly existing and in good standing under the laws of its state of formation and has the requisite limited partnership power and authority to enter into and consummate the transactions contemplated by the Transaction Documents; (ii) each of the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby have been duly and validly authorized and all action on by Investor’s part required for ; (iii) each of the execution and delivery of this Agreement and the other Transaction Documents has been taken; (ii) this Agreement to which it is a party constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iiiiv) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (ivv) Investor is purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) Securities, if converted, as principal for its own account, account and not with a view to or for investment purposes only and has no current arrangements distributing or understandings for reselling the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) Investor acknowledges that the offer and sale in violation of the Securities have not been registered under the 1933 Act or the any applicable state securities laws law and has no present intention of distributing any state or other jurisdiction, and that of the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed violation of unless they are subsequently registered under the 1933 Act and or any applicable state laws or an exemption from such registration is availablesecurities law; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934such knowledge, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge sophistication and experience in business and financial and business matters so as to enable it to evaluate be capable of evaluating the merits and risks of the purchase prospective investment in the Securities, and has so evaluated the merits and risks of such investment; (vii) Investor acknowledges that it has had the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties opportunity to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in review the Transaction Documents andand Company’s filings with the SEC and has been afforded (a) the opportunity to ask such questions as it has deemed necessary of, in making its decision and to enter into receive answers from, representatives of Company concerning the transactions contemplated by the Transaction DocumentsDocuments and the merits and risks of investing in the Securities; (B) access to information about Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment and (C) the opportunity to obtain such additional information that Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment; and (viii) Investor is not relying on purchasing the Securities as a result of any representationadvertisement, warrantyarticle, covenant notice or promise of Company other communication regarding the Securities published in any newspaper, magazine or its officerssimilar media or broadcast over television or radio or presented at any seminar or, directorsto Investor’s knowledge, members, managers, employees, agents any other general solicitation or representatives other than as set forth in the Transaction Documentsgeneral advertisement.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement Investor is a limited liability company duly formed, validly existing and in good standing under the laws of its state of formation and has the requisite limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents; (ii) each of the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby have been duly and validly authorized and all action on by the Investor’s part required for ; (iii) each of the execution and delivery of this Agreement and the other Transaction Documents has been taken; (ii) this Agreement to which it is a party constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iiiiv) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (ivv) Investor is purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) as principal for its own account, account and not with a view to or for investment purposes only and has no current arrangements distributing or understandings for reselling the resale or distribution to others and will only resell such Securities Note or any part thereof pursuant to a registration or an available exemption under applicable law; (v) Investor acknowledges that the offer and sale in violation of the Securities have not been registered under the 1933 Act or any applicable state securities law and has no present intention of distributing any of the securities laws Note in violation of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and or any applicable state laws or an exemption from such registration is availablesecurities law; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934such knowledge, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge sophistication and experience in business and financial and business matters so as to enable it to evaluate be capable of evaluating the merits and risks of the purchase prospective investment in the Note, and has so evaluated the merits and risks of such investment; (vii) Investor acknowledges that it has had the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties opportunity to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in review the Transaction Documents andand the Company’s filings with the SEC and has been afforded, in making its decision (a) the opportunity to enter into ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the transactions contemplated by the Transaction DocumentsDocuments and the merits and risks of investing in the Note; (b) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment and (c) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment; and (viii) Investor is not relying on purchasing the Note as a result of any representationadvertisement, warrantyarticle, covenant notice or promise of Company other communication regarding the Note published in any newspaper, magazine or its officerssimilar media or broadcast over television or radio or presented at any seminar or, directorsto Investor’s knowledge, members, managers, employees, agents any other general solicitation or representatives other than as set forth in the Transaction Documentsgeneral advertisement.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been taken; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) Investor is purchasing the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) Investor acknowledges that the offer and sale of the Securities have not been registered under the 1933 Act or the securities laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents.

Investor’s Representations and Warranties. Investor hereby -------------------------------------------- represents and warrants to Company that and covenants and agrees with Sequiam as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been taken; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) follows: a. Investor is purchasing the Note and the Warrant (and any Conversion Shares and Warrant Shares) Securities for its own account, for investment purposes only and has no current arrangements not with a view towards or understandings for in connection with the resale public sale or distribution thereof in violation of the Securities Act. b. Investor is and shall remain at all times until issuance of all of the Securities (i) an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) able to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) afford the loss of its investment in the Securities. c. Investor acknowledges understands that the offer Securities are being offered and sale sold by the Company in reliance on an exemption from the registration requirements of the Securities Act as set forth in Rule 506 of Regulation D promulgated by the Securities and Exchange Commission (the "Commission") and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and Investor's compliance with, Investor's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Investor to purchase the Securities. d. Investor understands that the Securities have not been registered under approved or disapproved by the 1933 Act Commission or the securities laws of any state or other jurisdictionprovincial securities commission. e. This Agreement has been duly and validly authorized, executed and that the Securities are being (delivered by Investor and the Conversion Shares is a valid and Warrant Shares will be) offered binding agreement of Investor enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and sold pursuant similar laws affecting creditors' rights and remedies generally and except as rights to an exemption from registration contained in the 1933 Act, indemnity and cannot contribution may be disposed of unless they are subsequently registered under the 1933 Act and any applicable limited by federal or state securities laws or an exemption from the public policy underlying such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documentslaws.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement each Transaction Document to which it is a party has been duly executed by Investor, and validly authorized when delivered by Investor in accordance with the terms hereof or thereof, will constitute the valid and all action on legally binding obligation of Investor’s part required for , enforceable against it in accordance with its terms, except (a) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (c) insofar as indemnification and contribution provisions may be limited by applicable law; (ii) the execution and delivery of this Agreement and the other Transaction Documents has and performance by Investor of the transactions contemplated by the Transaction Documents have been taken; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its termsduly authorized by all necessary limited liability company action, as applicable; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) Investor is purchasing the Note and the Warrant (and any Conversion Shares and Warrant Shares) for Investor, either alone or together with its own accountrepresentatives, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) Investor acknowledges that the offer and sale of the Securities have not been registered under the 1933 Act or the securities laws of any state or other jurisdictionknowledge, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge sophistication and experience in business and financial and business matters so as to enable it to evaluate be capable of evaluating the merits and risks of the purchase prospective investment in the Securities, and has so evaluated the merits and risks of such investment; (v) Investor is an entity duly formed, validly existing and in good standing under the laws of the Note jurisdiction of its formation with full right, limited liability company power, and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder; (vi) other than to other parties to the Transaction Documents or to Investor’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and affiliates, Investor has maintained the confidentiality of all disclosures made to it in connection with this Agreementtransaction (including the existence and terms of this transaction); (vii) Investor has had an opportunity to discuss Company’s business, management, financial affairs and the terms and conditions of the offering of the Securities with Company’s management; and (viii) neither Company Investor, nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents agents, stockholders or representatives except as expressly set forth partners has either directly or indirectly, including, through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection with the Transaction Documents and, in making its decision to enter into offer and sale of the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents.Securities..

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been takenauthorized; (ii) Investor is a limited partnership duly organized, validly existing and in good standing under the laws of its state of organization; (iii) this Agreement constitutes a the valid and binding agreement obligations of Investor enforceable in accordance with its terms; (iiiiv) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) Investor is purchasing the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) this Agreement has been duly executed and delivered on behalf of Investor. Investor further represents and warrants to Company that Investor is aware of Company’s business affairs and financial condition and has acquired sufficient information about Company to reach an informed and knowledgeable decision to acquire the Note. Investor acknowledges that it has had the offer opportunity to review all reports, schedules, forms, statements and sale of the Securities have not been registered under the 1933 Act or the securities laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant documents required to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with under the SEC pursuant to Securities Act and the Securities Exchange Act of 1934, as amended (the “1934 Act”), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as Company was required by law or regulation to file such material) and has had both been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from the officers and directors from, representatives of Company concerning the business terms and operations conditions of Company the offering of the Note and the merits and risks of investing in the Note; (ii) access to obtain any additional information regarding about Company and its business and financial condition, results of operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expensebusiness, necessary to verify the accuracy of such information; (vii) Investor possesses properties, management and prospects sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreementits investment; and (viiiiii) neither the opportunity to obtain such additional information that Company nor possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Investor hereby confirms that Investor is purchasing the Note for Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Investor has no present intention of its officersselling, directorsgranting any participation in, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in otherwise distributing the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documentssame. By executing this Agreement, Investor is further represents that Investor does not relying on presently have any representationcontract, warrantyundertaking, covenant agreement or promise arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Note. Investor has not been formed for the specific purpose of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in acquiring the Transaction DocumentsNote.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has and the Investor Note have been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been taken; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) Investor is purchasing the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) Investor acknowledges that the offer and sale of the Securities have not been registered under the 1933 Act or the securities laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has and the other Transaction Documents have been duly and validly authorized and by all requisite action on of Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been taken; (ii) this Agreement constitutes a valid and binding agreement obligation of Investor enforceable in accordance with its terms; (iii) the issuance of the Note and the Common Shares underlying the Note (collectively, the “Securities”) will not be registered under the 1933 Act, or any other applicable securities laws; (iv) the issuance of the Securities is intended to be exempt from registration under the 1933 Act and any other applicable securities laws by virtue of certain exemptions thereunder, including Section 4(2) of the 1933 Act and regulations promulgated thereunder, and, therefore, the Securities cannot be resold unless registered under the 1933 Act and any other applicable securities laws or unless an exemption from registration is available; (v) Company and its advisors will rely on the representations and warranties of Investor contained in this Section for purposes of determining whether the issuance of the Securities is exempt from registration under the 1933 Act and any other applicable securities laws; (vi) the Securities will be characterized as “restricted securities” under the 1933 Act; and (vii) Investor is acquiring the Securities solely for its own account for investment purposes and not with a view toward any distribution, except as permitted under applicable securities laws, and (viii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) . In this connection, Investor represents that Investor is purchasing familiar with Rule 144. Investor recognizes (x) the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) Investor acknowledges that the offer and sale lack of liquidity of the Securities have not been registered under the 1933 Act or the securities laws of any state or other jurisdictionand restrictions upon transferability thereof (e.g., and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and canInvestor may not be disposed able to sell or dispose of unless they are subsequently registered under the 1933 Act and any applicable state laws them or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, use them as amended (the “1934 Act”collateral for loans), and (y) the qualifications and backgrounds of the principals of Company, among other matters. As of the Closing Date and as of the date of any issuance of any Securities, Investor further represents and warrants that it (i) has had both the ample opportunity to ask questions of and receive answers from the officers and directors of Company Company’s representatives concerning the business and operations of Company this investment and to obtain any additional and all documents requested in order to supplement or verify any of the information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such informationsupplied; (viiii) Investor possesses sufficient has such knowledge and experience in financial and business matters as to enable it to evaluate be capable of evaluating the merits and risks of an investment in the purchase Securities and of the Note and the transactions contemplated by this Agreementmaking an informed investment decision with respect thereto; and (viiiiii) neither Company nor any of its officers, directors, stockholdersmembers, managers, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents.

Investor’s Representations and Warranties. Investor The undersigned hereby acknowledges, agrees with and represents and warrants to the Company that and its affiliates, as of the Closing Date: follows: (ia) The undersigned has full power and authority to enter into this Agreement has been duly and validly authorized and all action on Investor’s part required for Agreement, the execution and delivery of this Agreement and the other Transaction Documents which has been taken; (ii) duly authorized, if applicable, and this Agreement constitutes a valid and legally binding agreement obligation of Investor the undersigned enforceable against the undersigned in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. (b) The undersigned acknowledges his understanding that the offering and sale of the Units is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the undersigned further represents and warrants to the Company and its affiliates as follows: (i) The undersigned is acquiring the Unit(s) solely for the undersigned’s own beneficial account, for investment purposes, and not with view to, or resale in connection with, any distribution of the shares of Common Stock, or shares of Common Stock to be received when the Warrants are exercised, except pursuant to sale registered or exempted under the Securities Act; provided, however, that by making the representations herein, the undersigned does not agree to hold any of the Units for any minimum or other specific term and reserves the right to dispose of the Units at any time in accordance with, or pursuant to, a registration statement or an exemption under the Securities Act. (ii) The undersigned has the financial ability to bear the economic risk of the undersigned’s investment, has adequate means for providing for the undersigned’s current needs and contingencies, and has no need for liquidity with respect to the undersigned’s investment in the Company and the Units. (iii) The undersigned and the undersigned’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Units. If other than an individual, the undersigned also represents it has not been organized for the purpose of acquiring the Units. (c) The information in the Investor Questionnaire completed and executed by the undersigned (the “Investor Questionnaire”) is accurate and true in all material respects, and the undersigned is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D D. (d) The undersigned is not relying on the Company or its affiliates with respect to economic considerations involved in this investment. (e) The undersigned understands and agrees that the undersigned must bear the economic risk of the 1933 Act; (iv) Investor is purchasing undersigned’s purchase because, among other reasons, neither the Note and Units nor the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for securities underlying the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) Investor acknowledges that the offer and sale of the Securities Units have not been registered under the 1933 Securities Act or under the securities laws of any state or other jurisdictionand, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Acttherefore, and cannot be resold, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Securities Act and any under the applicable state securities laws of such states, or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and . In particular, the information set forth undersigned is aware that the securities being purchased hereunder are “restricted securities,” as such term is defined in the reports filed by Company with the SEC pursuant to Rule 144 promulgated under the Securities Exchange Act of 1934, as amended (the “1934 ActRule 144”), and has had both the opportunity they may not be sold pursuant to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks Rule 144 unless all of the purchase conditions of the Note and the transactions contemplated by this Agreement; and Rule 144 are met. (viiif) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any No representations or warranties have been made to Investor the undersigned by the Company or any of its officers, directors, employees, agents agents, affiliates or representatives except as expressly set forth subsidiaries, other than any representations of the Company contained herein, and in subscribing for Units the undersigned is not relying upon any representations other than any contained herein; provided that nothing contained herein shall modify, amend or affect the undersigned’s right to rely on the Company’s representations and warranties contained herein. (g) The undersigned understands and acknowledges that the undersigned’s purchase of the Units is a speculative investment that involves a high degree of risk and the potential loss of the undersigned’s entire investment. (h) The undersigned understands and agrees that the certificates for the securities being purchased hereunder shall bear substantially the following legend until (i) such securities shall have been registered under the Securities Act pursuant to a registration statement that has been declared effective or (ii) in the Transaction Documents opinion of counsel reasonably acceptable to the Company, such securities may be sold without registration under the Securities Act as well as any applicable “Blue Sky” or state securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE NOTES. (i) Neither the SEC nor any state securities commission has approved the Units, or passed upon or endorsed the merits of the Offering or confirmed the accuracy or determined the adequacy of any information provided to the undersigned by the Company. (j) The undersigned and the undersigned’s Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering of the Units and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the reasonable satisfaction of the undersigned and the undersigned’s Advisors, if any. (k) The undersigned is unaware of, is in no way relying on, and did not become aware of the offering of the Units through or as a result of, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or over the Internet, in connection with the offering and sale of the Units and is not subscribing for Units and did not become aware of the offering of the Units through or as a result of any seminar or meeting to which the undersigned was invited by, or any solicitation of a subscription by, a person not previously known to the undersigned in connection with investments in securities generally. (l) The undersigned has not engaged any placement agent, financial advisor or broker, which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby and, in making its decision turn, to enter into be paid to other selected dealers. (m) The foregoing representations, warranties, and agreements shall survive the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction DocumentsClosing.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on by Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been taken; , (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; , (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; , (iv) 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 purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) Securities as principal for its own account, account and not with a view to or for investment purposes only and has no current arrangements distributing or understandings for the resale or distribution to others and will only resell reselling such Securities or any part thereof pursuant in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to a registration distribute or an available exemption under regarding the distribution of such Securities in violation of the Securities Act or any applicable law; state securities law (this representation and warranty not limiting Investor’s right to sell the Securities in compliance with applicable federal and state securities laws), (v) Investor acknowledges that the offer and sale of the Securities have not been registered under the 1933 Act Investor, either alone or the securities laws of any state or other jurisdictiontogether with its representatives, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Acthas such knowledge, and cannot be disposed of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge sophistication and experience in business and financial and business matters so as to enable it to evaluate be capable of evaluating the merits and risks of the purchase prospective investment in the Securities, has so evaluated the merits and risks of such investment, (vi) Investor acknowledges that it has had the opportunity to review the Transaction Documents and the SEC Reports (as defined below) and has been afforded (a) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Company concerning the terms and conditions of the Note offering of the Securities and the transactions contemplated by this Agreementmerits and risks of investing in the Securities; (b) access to information about Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (viiic) neither the opportunity to obtain such additional information that Company nor any of its officers, directors, stockholders, employees, agents possesses or representatives has made any representations can acquire without unreasonable effort or warranties expense that is necessary to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in make an informed investment decision with respect to the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documentsinvestment.

Investor’s Representations and Warranties. Investor The undersigned hereby acknowledges, agrees with and represents and warrants to Company that the Placement Agent and its affiliates, as of the Closing Date: follows: (ia) The undersigned has full power and authority to enter into this Agreement has been duly and validly authorized and all action on Investor’s part required for Agreement, the execution and delivery of this Agreement and the other Transaction Documents which has been taken; (ii) duly authorized, if applicable, and this Agreement constitutes a valid and legally binding agreement obligation of Investor enforceable the undersigned. (b) The undersigned acknowledges his understanding that the offering and sale of the Units is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D (Rule 506) promulgated thereunder ("Regulation D"). In furtherance thereof, the undersigned represents and warrants to the Placement Agent and its affiliates as follows: (i) The undersigned realizes that the basis for the exemption from registration may not be available if, notwithstanding the undersigned's representations contained herein, the undersigned is merely acquiring the Units for a fixed or determinable period in accordance the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention. (ii) The undersigned is acquiring the Unit(s) solely for the undersigned's own beneficial account, for investment purposes, and not with its terms; view to, or resale in connection with, any distribution of the shares of Common Stock, including such shares into which the Warrants are exercised, underlying such Unit(s). (iii) Investor The undersigned has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and contingencies and has no need for liquidity with respect to his investment in the Company; (iv) [insert name of Purchaser Representative: if none, so state] has acted as the undersigned's Purchaser Representative for purposes of the private placement exemption under the Securities Act. If the undersigned has appointed a Purchaser Representative (which term is used herein with the same meaning as given in Rule 501(h) of Regulation D), the undersigned has been advised by his Purchaser Representative as to the merits and risks of an investment in the Company in general, and the suitability of an investment in the Units for the undersigned in particular; and (v) The undersigned (together with his Purchaser Representative(s), if any) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Units. If other than an individual, the undersigned also represents it has not been organized for the purpose of acquiring the Units. (c) The information provided by the undersigned pursuant to this Agreement is accurate and true in all respects, and the undersigned is an “"accredited investor” ," as that term is defined in Rule 501(a) of Regulation D D. (d) The undersigned (and his Purchaser Representative, if any) has been furnished with a copy of the 1933 Act; (iv) Investor is purchasing the Note Confidential Private Placement Memorandum, dated October 22, 2003, and the Warrant First Supplement to such Confidential Private Placement Memorandum, dated November 20, 2003, in each case together with all annexes thereto (as such documents may be amended or supplemented, the "Memorandum"), relating to the private placement by Pubco of the Units. (e) The undersigned is not relying on the Placement Agent or its affiliates with respect to economic considerations involved in this investment. The undersigned has relied on the advice of, or has consulted with only the person(s), if any, named as Purchaser Representative(s) herein. Each Purchaser Representative, if any, is capable of evaluating the merits and risks of an investment in the Units as such are described in the Memorandum, and each Purchaser Representative, if any, has disclosed to the undersigned in writing (a copy of which is annexed to this Agreement) the specific details of any Conversion Shares and Warrant Shares) for its own accountall past, for investment purposes only present or future relationships, actual or contemplated, between himself and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities Placement Agent or any part thereof pursuant to a affiliate or subsidiary thereof. (f) The undersigned represents, warrants and agrees that he will not sell or otherwise transfer the shares of Common Stock (including such shares into which the Warrants are exercisable) or Warrants without registration under the Securities Act or an available exemption under applicable law; (v) Investor acknowledges therefrom, and fully understands and agrees that he must bear the offer and sale economic risk of his purchase because, among other reasons, neither the Securities shares of Common Stock nor the Warrants have not been registered under the 1933 Securities Act or under the securities laws of any state or other jurisdictionand, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Acttherefore, and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Securities Act and any under the applicable state securities laws of such states, or an exemption from such registration is available; (vi) Investor has reviewed this Agreement . In particular, the undersigned is aware that the shares of Common Stock and the information set forth Warrants are "restricted securities," as such term is defined in the reports filed by Company with the SEC pursuant to Rule 144 promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”"Rule 144"), and has had both they may not be sold pursuant to Rule 144 unless all of the opportunity conditions of Rule 144 are met. The undersigned also understands that, except as otherwise provided herein, the Company is under no obligation to ask questions register the shares of Common Stock or Warrants on his behalf or to assist him in complying with any exemption from registration under the Securities Act or applicable state securities laws. The undersigned understands that any sales or transfers of the shares of Common Stock and receive answers from Warrants are further restricted by state securities laws and the officers and directors provisions of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, this Agreement. (g) No representations or warranties have been made to the extent Company possesses such information undersigned by Pubco, DOBI Medical or can acquire it without unreasonable effort the Placement Agent, or expenseany of their respective officers, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks employees, agents, affiliates or subsidiaries, other than any representations of the Placement Agent contained herein and in the Memorandum, and in subscribing for Units the undersigned is not relying upon any representations other than any contained herein or in the Memorandum. (h) The undersigned understands and acknowledges that his purchase of the Note Units is a speculative investment that involves a high degree of risk and the transactions contemplated by this Agreement; potential loss of his entire investment. (i) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth an investment in the Transaction Documents and, Units will not cause such overall commitment to become excessive. (j) The undersigned understands and agrees that the certificates for the shares of Common Stock (including such shares into which the Warrants are exercisable) and Warrants shall bear substantially the following legend until (i) such securities shall have been registered under the Securities Act and effectively disposed of in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant accordance with a registration statement that has been declared effective or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth (ii) in the Transaction Documentsopinion of counsel for the Company such securities may be sold without registration under the Securities Act as well as any applicable "blue sky" or state securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (k) The foregoing representations, warranties and agreements shall survive the Closings.

Investor’s Representations and Warranties. Investor represents The undersigned makes the following agreements, representations, declarations, acknowledgments and warrants warranties to the Company that as in making the sale of the Closing Date: Unit with the intent that they be relied upon in determining the undersigned’s suitability as a purchaser of the Unit: (ia) The undersigned has full power and authority to enter into this Agreement has been duly and validly authorized and all action on Investor’s part required for Agreement, the execution and delivery of this Agreement and the other Transaction Documents which has been taken; (ii) duly authorized, if applicable, and this Agreement constitutes a valid and legally binding agreement obligation of Investor enforceable the undersigned. (b) The undersigned acknowledges that the offering and sale of the Unit is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act and the provisions of Regulation D and/or Rule 506(b) promulgated thereunder. In furtherance thereof, the undersigned represents and warrants as follows: (i) The undersigned realizes that the basis for the exemption from registration may not be available if, notwithstanding the undersigned’s representations contained herein, the undersigned is merely acquiring the Unit for a fixed or determinable period in accordance the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention; (ii) The undersigned is acquiring the Unit solely for the undersigned’s own beneficial account, for investment purposes, and not with its terms; a view to, or resale in connection with, any distribution of the Unit; (iii) Investor The undersigned has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge all or any part of the Unit for which the undersigned hereby subscribes, and the undersigned has no present plans or intentions to enter into any such contract, undertaking or arrangement; (iv) The undersigned has the financial ability to bear the economic risk of the undersigned’s investment, has adequate means for providing for the undersigned’s current needs and contingencies, and has no need for liquidity with respect to the undersigned’s investment in the Company; and (v) The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Unit Securities (as defined below). If other than an individual, the undersigned also represents it has not been organized for the purpose of acquiring the Unit. (c) The undersigned is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D D. (d) The undersigned has been provided access via the Securities and Exchange Commission (the “Commission”) public website at w▇▇.▇▇▇.▇▇▇ with access to copies of the 1933 Act; (iv) Investor is purchasing Company’s Annual Report on Form 10-K for the Note period ended December 31, 2017, the Company’s Quarterly Report for the period ended September 30, 2018 and the Warrant Company’s other filings with the Commission (collectively, the “SEC Reports”), and any Conversion Shares represents and Warrant Shares) for its own accountwarrants that it has read and reviewed these reports (including the “Risk Factors” contained therein), for investment purposes only and has no current arrangements or understandings for together with the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) Investor Company’s other filings with the Commission. The undersigned acknowledges that the offer Company has made available to the undersigned or provided the undersigned the opportunity to review all SEC Reports and sale this Agreement, and has allowed the undersigned an opportunity to ask questions and receive answers thereto and to verify and clarify any information contained in the SEC Reports and this Agreement. The undersigned further acknowledges that the undersigned has received all information concerning the Company, the Company’s business, and all other information necessary for the undersigned to invest in the Company. (e) The undersigned is not relying on the Company with respect to economic considerations involved in this investment. The undersigned is capable of evaluating the merits and risks of an investment in the Unit as such are described in the SEC Reports. (f) The undersigned represents, warrants and agrees that he will not sell or otherwise transfer the Unit, including the Shares, the Warrants and the shares of common stock issuable upon the exercise of the Warrants (collectively, the “Unit Securities”), without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the undersigned must bear the economic risk of the purchase of Unit because, among other reasons, the Unit Securities have not been registered under the 1933 Securities Act or under the securities laws of any state or other jurisdictionand, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Acttherefore, and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Securities Act and any under the applicable state securities laws of such states, or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and . In particular, the information set forth undersigned is aware that Unit Securities are “restricted securities,” as such term is defined in the reports filed by Company with the SEC pursuant to Rule 144 promulgated under the Securities Exchange Act of 1934, as amended (the “1934 ActRule 144”), and has had both the opportunity they may not be sold pursuant to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks Rule 144 unless all of the purchase conditions of Rule 144 are met. The undersigned also understands that the Company is under no obligation to register the Unit Securities on the undersigned’s behalf or to assist the undersigned in complying with any exemption from registration under the Securities Act or applicable state securities laws. The undersigned understands that any sales or transfers of Unit Securities are further restricted by state securities laws and the provisions of this Agreement. The undersigned further acknowledges that on the Closing the undersigned shall be an “affiliate” of the Note and Company, as such term is defined under the transactions contemplated by this Agreement; and Securities Act, which shall subject the undersigned to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions. (viiig) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any No representations or warranties have been made to Investor the undersigned by the Company or any of its officers, directors, employees, agents agents, affiliates or representatives except subsidiaries, other than any representations contained herein and in the SEC Reports, and in subscribing for the Unit the undersigned is not relying upon any representations other than any contained herein or in the SEC Reports. (h) The undersigned understands and acknowledges that the undersigned’s purchase of the Unit is a speculative investment that involves a high degree of risk and the potential loss of the undersigned’s entire investment in the Unit and has reviewed the “risk factors” contained in the SEC Reports. The undersigned is able to bear the loss of the undersigned’s entire investment in the Unit. The undersigned further acknowledges that (i) there is currently a limited public market for the Shares and that there are no assurances an active public market for the Shares will ever be developed, and (ii) there is no public market for the Warrants and there is no expectation one will ever be developed. (i) The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth, and an investment in the Unit will not cause such overall commitment to become excessive. (j) The undersigned should check the Office of Foreign Assets Control (“OFAC”) website at <h▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇> before making the following representations. The undersigned represents that the amounts invested by it in the Company were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at <h▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇>. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. (k) To the best of the undersigned’s knowledge, none of: (1) the undersigned; (2) any person controlling or controlled by the undersigned; (3) if the undersigned is a privately-held entity, any person having a beneficial interest in the undersigned; or (4) any person for whom the undersigned is acting as expressly agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representations set forth in the Transaction Documents andpreceding paragraph. The undersigned agrees to promptly notify the Company should the undersigned become aware of any change in the information set forth in these representations. The undersigned understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of the undersigned, either by prohibiting additional subscriptions from the undersigned and/or segregating the assets in the account in compliance with governmental regulations. (l) To the best of the undersigned’s knowledge, none of: (1) the undersigned; (2) any person controlling or controlled by the undersigned; (3) if the undersigned is a privately-held entity, any person having a beneficial interest in the undersigned; or (4) any person for whom the undersigned is acting as agent or nominee in connection with this investment is a senior foreign political figure2, or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are defined in the footnotes below. (m) If the undersigned is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the undersigned receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the undersigned represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in making a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate. 1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. 2 A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 3 “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws. 4 A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure. (n) (For ERISA plans only) The fiduciary of the ERISA plan represents that such fiduciary has been informed of and understands the plan’s investment objectives, policies and strategies, and that the decision to enter into invest “plan assets” (as such term is defined in ERISA) in the transactions contemplated Company’s is consistent with the provisions of ERISA that require diversification of plan assets and impose other fiduciary responsibilities. The undersigned fiduciary or plan (a) is responsible for the decision to invest in the Company; (b) is independent of the Company or any of its affiliates; (c) is qualified to make such investment decision; and (d) in making such decision, the undersigned fiduciary or plan has not relied primarily on any advice or recommendation of the Company or any of its affiliates. (o) The undersigned understands and agrees that the certificates for the Unit Securities shall bear substantially the following legend until (i) such securities shall have been registered under the Securities Act and effectively disposed of in accordance with a registration statement that has been declared effective, or (ii) in the opinion of counsel for the Company, such securities may be sold without registration under the Securities Act as well as any applicable “blue sky” or state securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (p) The undersigned is unaware of, is in no way relying on, and did not become aware of the offering of the Unit directly or indirectly through or as a result of, any form of general solicitation or general advertising including, without limitation, any press release, article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the internet (including without limitation, internet “blogs,” bulletin boards, discussion groups or social networking sites) in connection with the offering and sale of the Unit and is not subscribing for the Unit and did not become aware of the offering of the Unit through or as a result of any seminar or meeting to which the undersigned was invited by, or any solicitation of a subscription by, a person not previously known to the undersigned in connection with investments in securities generally. (q) The undersigned: (i) if a natural person, represents on its behalf; or (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock corporation or other entity, represents on its behalf and the behalf of its officers, directors and principal stockholders, connected with the undersigned at the time of this Agreement, that it is not subject to any “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualifying Event”), except for a Disqualifying Event covered by Rule 506(d)(2) or (d)(3). (r) The undersigned acknowledges and agrees that the Company’s common stock is publicly quoted on the OTC Pink Sheets and that by accepting this Agreement the Undersigned agrees with the Company to maintain in strict confidence all non-public information, including, but not limited to, the existence of the offering and any other non-public information regarding the Company obtained from this Agreement and any other transaction document and/or from the Company and/or it authorized agents. The Company has caused these materials to be delivered to the Undersigned in reliance upon such agreement and upon Rule 100(b)(2)(ii) of Regulation FD as promulgated by the Transaction Documents, Investor Commission. (s) The undersigned has had the opportunity to review the Agreement and Warrants with its own legal counsel and tax advisors. The undersigned is not relying on any representation, warranty, covenant statements or promise representations of the Company or its officersagents for legal or tax advice with respect to this Agreement or the Warrants. (t) The foregoing representations, directorswarranties, membersand agreements shall survive the acceptance of this Agreement by the Company. The foregoing representations and warranties are true and accurate as of the date hereof, managers, employees, agents or representatives other than shall be true and accurate as set forth in of the Transaction Documents.date of delivery of this Agreement and accompanying documents to the Company and shall

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on by Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been taken; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) Investor is purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) Securities for its own account, for investment purposes only only, and has no current arrangements not with a view to or understandings for sale in connection with any distribution thereof in violation of the resale or distribution to others and will only resell such Securities 1933 Act or any part thereof pursuant to a registration or an available exemption under applicable lawstate securities laws; (v) Investor acknowledges that the offer and sale of the Securities was not made by means of any general solicitation or general advertising, including, but not limited to, any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; (vi) Investor has been afforded the opportunity to ask questions of and receive answers from Company and its management regarding Company, its business, and the terms and conditions of the offering of the Securities, and to obtain any additional information necessary to verify the accuracy of the information provided to Investor, and Investor has conducted its own independent evaluation of the risks and merits of its investment in the Securities; (vii) Investor understands that the Securities have not been registered under the 1933 Act or the any state securities laws and are being offered and sold in reliance upon exemptions from the registration requirements of any the 1933 Act and applicable state or other jurisdictionsecurities laws, and that the Securities are being (“restricted securities” under applicable federal and the Conversion Shares state securities laws and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and canmay not be disposed of resold or transferred unless they such Securities are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (viviii) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable that it to evaluate is capable of evaluating the merits and risks of the purchase of the Note investment; and (ix) Investor has not engaged any broker, finder, or intermediary in connection with the transactions contemplated by this Agreement; , and (viii) neither Company nor no broker, finder, or intermediary is entitled to any fee or commission in connection therewith by reason of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated action taken by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction DocumentsInvestor.

Investor’s Representations and Warranties. Investor represents and warrants to Company Borrower that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been takenauthorized; (ii) Investor has all necessary power and authority under all applicable provisions of law to execute and deliver each Transaction Document and to carry out their provisions; (iii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iiiiv) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (ivv) Investor is purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its investment for such Investor’s own account, and not with a view to, or for investment purposes only resale in connection with, any distribution thereof, and Investor has no current arrangements present intention of selling or understandings for distributing the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable lawNote; (vvi) Investor has had an opportunity to discuss Borrower’s business, management and financial affairs with its management and to obtain any additional information which Investor has deemed necessary or appropriate for deciding whether or not to purchase the Note, including an opportunity to receive, review and understand the information set forth in Borrower’s financial statements, capitalization and other business information as Investor deems prudent; (vii) Investor acknowledges that the offer and sale of the Securities no other representations or warranties, oral or written, have not been registered under the 1933 Act made by Borrower or the securities laws of any agent thereof except as set forth in this Agreement; (viii) Investor is aware that no federal, state or other jurisdictionagency has made any finding or determination as to the fairness of the investment, nor made any recommendation or endorsement of the Note; (ix) Investor has such knowledge and experience in financial and business matters, including investments in other emerging growth companies that such individual or entity is capable of evaluating the merits and risks of the investment in the Note and it is able to bear the economic risk of such investment, (x) Investor has such knowledge and experience in financial and business matters that such individual is capable of utilizing the information made available in connection with the offering of the Note, of evaluating the merits and risks of an investment in the Note and of making an informed investment decision with respect to the Note; (xi) neither Investor, nor any person or entity with whom such Investor shares beneficial ownership of the Note, is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii); (xii) Investor is aware that there is currently no public market for the Note, that there is no guarantee that a public market will develop at any time in the future and Investor understands that the Securities are being Note is unregistered and may not presently be sold except in accordance with applicable securities laws; (and xiii) Investor understands that the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and Note cannot be disposed readily sold or liquidated in case of an emergency or other financial need; (xiv) Investor acknowledges and agrees that the Note must be held indefinitely unless they are it is subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) , and Investor has reviewed this Agreement been advised or is aware of the provisions of Rule 144 promulgated under the 1933 Act as in effect from time to time, which permits limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about Company and the information set forth resale occurring following the required holding period under Rule 144; and (xv) each instrument evidencing the Note which Investor may purchase hereunder may be imprinted with legends substantially in the reports filed by Company with following form: Notwithstanding the SEC foregoing representations and warranties, Borrower acknowledges and agrees that such representations and warranties do not affect Borrower’s obligations to repay the Note in full pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documentsterms thereof.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been takenauthorized; (ii) Investor is a limited partnership duly organized, validly existing and in good standing under the laws of its state of organization; (iii) this Agreement constitutes a the valid and binding agreement obligations of Investor enforceable in accordance with its terms; (iiiiv) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) Investor is purchasing the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) this Agreement has been duly executed and delivered on behalf of Investor. Investor further represents and warrants to Company that Investor is aware of Company’s business affairs and financial condition and has acquired sufficient information about Company to reach an informed and knowledgeable decision to acquire the Securities. Investor acknowledges that it has had the offer opportunity to review all reports, schedules, forms, statements and sale of the Securities have not been registered under the 1933 Act or the securities laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant documents required to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with under the SEC pursuant to Securities Act and the Securities Exchange Act of 1934, as amended (the “1934 Act”), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as Company was required by law or regulation to file such material) and has had both been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from the officers and directors from, representatives of Company concerning the business terms and operations conditions of Company the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to obtain any additional information regarding about Company and its business and financial condition, results of operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expensebusiness, necessary to verify the accuracy of such information; (vii) Investor possesses properties, management and prospects sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreementits investment; and (viiiiii) neither the opportunity to obtain such additional information that Company nor possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Investor hereby confirms that Investor is purchasing the Securities for Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Investor has no present intention of its officersselling, directorsgranting any participation in, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in otherwise distributing the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documentssame. By executing this Agreement, Investor is further represents that Investor does not relying on presently have any representationcontract, warrantyundertaking, covenant agreement or promise arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Securities. Investor has not been formed for the specific purpose of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in acquiring the Transaction DocumentsSecurities.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Effective Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been takenauthorized; (ii) Investor has all necessary power and authority under all applicable provisions of law to execute and deliver each Transaction Document and to carry out their provisions; (iii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iiiiv) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (ivv) Investor is purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) Securities for its investment for such Investor’s own account, and not with a view to, or for investment purposes only resale in connection with, any distribution thereof, and Investor has no current arrangements present intention of selling or understandings distributing any of the Securities, (vi) Investor has had an opportunity to discuss Company’s business, management and financial affairs with its management and to obtain any additional information which Investor has deemed necessary or appropriate for deciding whether or not to purchase the resale or distribution Securities, including an opportunity to others receive, review and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; understand the information set forth in Company’s financial statements, capitalization and other business information as Investor deems prudent, (vvii) Investor acknowledges that the offer and sale of the Securities no other representations or warranties, oral or written, have not been registered under the 1933 Act made by Company or the securities laws of any agent thereof except as set forth in this Agreement, (viii) Investor is aware that no federal, state or other jurisdictionagency has made any finding or determination as to the fairness of the investment, nor made any recommendation or endorsement of the Securities, (ix) Investor has such knowledge and experience in financial and business matters, including investments in other emerging growth companies that such individual or entity is capable of evaluating the merits and risks of the investment in the Note and it is able to bear the economic risk of such investment, (x) Investor has such knowledge and experience in financial and business matters that such individual is capable of utilizing the information made available in connection with the offering of the Securities, of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect to the Securities, (xi) neither Investor, nor any person or entity with whom such Investor shares beneficial ownership of the Securities, is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii); (xii) Investor is aware that there is currently no public market for the Note, that there is no guarantee that a public market will develop at any time in the future and Investor understands that the Securities are being Note is unregistered and may not presently be sold except in accordance with applicable securities laws, (and xiii) Investor understands that the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and Note cannot be disposed readily sold or liquidated in case of an emergency or other financial need, (xiv) Investor acknowledges and agrees that the Note must be held indefinitely unless they are it is subsequently registered under the 1933 1934 Act and any applicable state laws or an exemption from such registration is available; , and Investor has been advised or is aware of the provisions of Rule 144 promulgated under the 1934 Act as in effect from time to time, which permits limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the Company and the resale occurring following the required holding period under Rule 144, (vixv) Investor is not affiliated in any way with Unkar Systems, has reviewed this Agreement no contractual or other relationship with Unkar Systems and receives no payments, kickbacks or other compensation of any kind from Unkar Systems, and (xvi) each instrument evidencing the information set forth Note which Investor may purchase hereunder and any other securities issued upon any conversion thereof (unless registered or no longer required in the reports filed by opinion of the counsel for Company), as applicable, may be imprinted with legends substantially in the following form: Notwithstanding the foregoing representations and warranties, Company with acknowledges and agrees that such representations and warranties do not affect Company’s obligations to repay the SEC Note in full pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documentsterms thereof.

Investor’s Representations and Warranties. Investor The undersigned hereby acknowledges, agrees with and represents and warrants to the Company that and the Placement Agent and its affiliates, as of the Closing Date: follows: (ia) The undersigned has full power and authority to enter into this Agreement has been duly and validly authorized and all action on Investor’s part required for Agreement, the execution and delivery of this Agreement and the other Transaction Documents which has been taken; (ii) duly authorized, if applicable, and this Agreement constitutes a valid and legally binding agreement obligation of Investor enforceable the undersigned. (b) The undersigned acknowledges his, her or its understanding that the offering and sale of the Shares is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the undersigned represents and warrants to the Company and the Placement Agent and its affiliates as follows: (i) The undersigned realizes that the basis for the exemption from registration may not be available if, notwithstanding the undersigned’s representations contained herein, the undersigned is merely acquiring the Shares for a fixed or determinable period in accordance the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention. (ii) The undersigned is acquiring the Shares solely for the undersigned’s own beneficial account, for investment purposes, and not with its terms; view to, or resale in connection with, any distribution of the Shares. (iii) The undersigned has the financial ability to bear the economic risk of his, her or its investment, has adequate means for providing for their current needs and contingencies, and has no need for liquidity with respect to the investment in the Company; (iv) The undersigned and the undersigned’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received the Confidential Private Placement Memorandum, dated June 12, 2006, together with all appendices thereto (as such documents may be amended or supplemented, the “Memorandum”), relating to the private placement by the Company of the Shares, and all other documents requested by the undersigned or Advisors, if any, have carefully reviewed them and understand the information contained therein, prior to the execution of this Agreement; and (v) The undersigned (together with his, her or its Advisors, if any) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Shares. If other than an individual, the undersigned also represents it has not been organized solely for the purpose of acquiring the Shares. (c) The information in the Investor Questionnaire completed and executed by the undersigned (the “Investor Questionnaire”) is true and accurate in all respects, and the undersigned is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D D. (d) The undersigned (and his, her or its Advisors, if any) has been furnished with a copy of the 1933 Act; Memorandum. (ive) Investor The undersigned is purchasing not relying on the Note Placement Agent or its affiliates or sub-agents with respect to economic considerations involved in this investment. The undersigned has relied on the advice of, or has consulted with, only his, her or its Advisors. Each Advisor, if any, is capable of evaluating the merits and risks of an investment in the Shares as such are described in the Memorandum, and each Advisor, if any, has disclosed to the undersigned in writing (a copy of which is annexed to this Agreement) the specific details of any and all past, present or future relationships, actual or contemplated, between the Advisor and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities Placement Agent or any part thereof pursuant to a affiliate or sub-agent thereof. (f) The undersigned represents, warrants and agrees that he, she or it will not sell or otherwise transfer the Shares without registration under the Securities Act or an available exemption under applicable law; (v) Investor acknowledges therefrom, and fully understands and agrees that the offer and sale undersigned must bear the economic risk of his, her or its purchase because, among other reasons, the Securities Shares have not been registered under the 1933 Securities Act or under the securities laws of any state or other jurisdictionand, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Acttherefore, and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Securities Act and any under the applicable state securities laws of such states, or an exemption from such registration is available; . In particular, the undersigned is aware that the Shares are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (vi) Investor has reviewed this Agreement “Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The undersigned also understands that, except as otherwise provided in Section 5 hereof, the Company is under no obligation to register the Shares on his, her or its behalf or to assist them in complying with any exemption from registration under the Securities Act or applicable state securities laws. The undersigned understands that any sales or transfers of the Shares are further restricted by state securities laws and the information provisions of this Agreement. (g) No representations or warranties have been made to the undersigned by the Company or the Placement Agent, or any of their respective officers, employees, agents, sub-agents, affiliates or subsidiaries, other than any representations of the Company or the Placement Agent contained herein and in the Memorandum, and in subscribing for the Shares the undersigned is not relying upon any representations other than those contained herein or in the Memorandum. (h) The undersigned understands and acknowledges that his, her or its purchase of the Shares is a speculative investment that involves a high degree of risk and the potential loss of their entire investment and has carefully read and considered the matters set forth in the reports filed by Memorandum and in particular the matters under the caption “Cautionary Language Regarding Forward-Looking Statements and Industry Data” and “Risk Factors” therein, and, in particular, acknowledges that the Company with the SEC pursuant has a limited operating history and is engaged in a highly competitive business. (i) The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth, and an investment in the Shares will not cause such overall commitment to become excessive. (j) The undersigned understands and agrees that the certificates for the Shares shall bear substantially the following legend until (i) such Shares shall have been registered under the Securities Exchange Act and effectively disposed of 1934in accordance with a registration statement that has been declared effective or (ii) in the opinion of counsel for the Company such Shares may be sold without registration under the Securities Act, as amended well as any applicable “blue sky” or state securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (k) Neither the U.S. Securities and Exchange Commission (the “1934 ActSEC”)) nor any state securities commission has approved the Shares or passed upon or endorsed the merits of the Offering or confirmed the accuracy or determined the adequacy of the Memorandum. The Memorandum has not been reviewed by any Federal, state or other regulatory authority. (l) The undersigned and has his, her or its Advisors, if any, have had both the a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the officers and directors of Company concerning the business offering of the Shares and the business, financial condition, results of operations and prospects of Company the Company, and to obtain any additional information regarding Company and its business and operations, all such questions have been answered to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks full satisfaction of the purchase undersigned and his, her or its Advisors, if any. (m) The undersigned is unaware of, is in no way relying on, and did not become aware of the Note offering of the Shares through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet, in connection with the offering and sale of the Shares and is not subscribing for Shares and did not become aware of the offering of the Shares through or as a result of any seminar or meeting to which the undersigned was invited by, or any solicitation of a subscription by, a person not previously known to the undersigned in connection with investments in securities generally. (n) The undersigned has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby (other than commissions to be paid by this Agreement; and the Company to the Placement Agent, its sub-agents or as otherwise described in the Memorandum). (viiio) neither Company nor The undersigned is not relying on the Company, the Placement Agent or any of its officers, directors, stockholders, their respective employees, agents or representatives sub-agents with respect to the legal, tax, economic and related considerations of an investment in the Shares, and the undersigned has made relied on the advice of, or has consulted with, only his, her or its own Advisors. (p) The undersigned acknowledges that any estimates or forward-looking statements or projections included in the Memorandum were prepared by the future management of the Company in good faith, but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed by the Company or its management and should not be relied upon. (q) No oral or written representations have been made, or warranties oral or written information furnished, to Investor the undersigned or his, her or its Advisors, if any, in connection with the offering of the Shares which are in any way inconsistent with the information contained in the Memorandum. (r) The undersigned’s substantive relationship with the Placement Agent or sub-agents through which the undersigned is subscribing for Shares predates the Placement Agent’s or such sub-agents’ contact with the undersigned regarding an investment in the Shares. (s) (For ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has been informed of an understands the Company’s investment objectives, policies and strategies, and that the decision to invest “plan assets” (as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require diversification of plan assets and impose other fiduciary responsibilities. The Subscriber or Plan fiduciary (a) is responsible for the decision to invest in the Company; (b) is independent of the Company and any of its affiliates; (c) is qualified to make such investment decision; and (d) in making such decision, the Subscriber or Plan fiduciary has not relied primarily on any advice or recommendation of the Company or any of its officersaffiliates. (t) The foregoing representations, directors, employees, agents or representatives except as expressly set forth in warranties and agreements shall survive the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction DocumentsClosing.

Investor’s Representations and Warranties. Investor Each Investor, on behalf of itself and not any other Investor, represents and warrants to the Company that as follows: 3.1 Such Investor has the full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the Closing Date: (i) transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 3.2 Such Investor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; 3.3 This Agreement has been duly and validly authorized authorized, executed and all action on Investor’s part required for the execution delivered by such Investor and delivery of this Agreement and the other Transaction Documents has been taken; (ii) this Agreement constitutes a valid and binding agreement obligation of Investor such Investor, enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) , subject to applicable principles of Regulation D equity, bankruptcy, reorganization, insolvency or other laws affecting the enforcement of creditors' rights generally and no other proceeding on the part of the 1933 Act; (iv) Investor Investors is purchasing necessary to authorize the Note execution, delivery and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) Investor acknowledges that the offer and sale performance of the Securities have not been registered under the 1933 Act or the securities laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in transactions contemplated hereby; 3.4 Such Investor is the reports filed by Company with sole "Beneficial Owner" (within the SEC pursuant to meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “1934 "Exchange Act”")) of the Exchanged Shares set forth opposite its name on Schedule 1, has good and marketable title to all such Exchanged Shares, and has had both there exist no liens, claims, options, proxies, voting agreements, charges or encumbrances of whatever nature (collectively, "Liens") affecting such Exchanged Shares; 3.5 Upon delivery of the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, Exchanged Shares to the extent Company possesses pursuant to the terms hereto, the Company will have good title to such information or can acquire it without unreasonable effort or expenseExchanged Shares, necessary to verify free and clear of all Liens; 3.6 Except for Shares held by other Investors as set forth on Exhibit A hereto, the accuracy Shares set forth opposite the name of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks on Exhibit A hereto constitute all Exhibit 10.1 of the purchase securities of the Note and Company beneficially owned, directly or indirectly, by the transactions contemplated Investors or by this Agreement; and any "Affiliate" or "Associate" (viiias those terms are defined in Rule 12b-2 under the Exchange Act) neither Company of such Investor; 3.7 Neither such Investor nor any of its officersAffiliates has outstanding any option, directorswarrant or other right to acquire, stockholdersdirectly or indirectly, employeesany securities of the Company which are entitled to vote or any securities which are convertible or exchangeable into or exercisable for any securities of the Company which are entitled to vote, agents or representatives has made any representations or warranties to nor is such Investor or any Affiliate of its officers, directors, employees, agents such Investor subject to any agreement (whether written or representatives except as expressly set forth in the Transaction Documents andnature of an informal understanding) which allows or obligates such Investor or any such Affiliate to vote or acquire any such securities; 3.8 Neither the execution and the delivery of this Agreement, in making its decision to enter into nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Investors are subject or any provision of the organizational documents of the Investors or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any consent or notice (other than those obtained or made) under any agreement, contract, lease, license, instrument, judgment, decree, order other arrangement to which the Investors are a party or by which they are bound or to which any of their assets are subject (or result in the Transaction Documentsimposition of any security interest upon any of their assets), nor are the Investors required to obtain the approval or consent of any person or entity to effect the exchange of the Exchanged Shares; 3.9 No such Investor nor any person or entity acting on behalf of such Investor, has agreed to pay a commission, finder's fee or investment banking fee, or similar payment in connection with this Agreement or any matter related hereto, nor has such Investor, person or entity taken any action on which a claim for such payment could be based, in each case, for which the Company could become liable; 3.10 No Investor has made or threatened to make a public tender offer (within the meaning of Section 5881 of the Internal Revenue Code of 1986, as amended) for securities of the Company; and 3.11 Such Investor is not relying on any representationa United States person, warrantyas defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, covenant as amended, and is not engaged in a United States trade or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documentsbusiness.

Investor’s Representations and Warranties. Each Investor represents and warrants warrants, severally and not jointly, to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been takenauthorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor has experience as an investor in securities of companies in the development stage and acknowledges that Investor has such knowledge and experience in financial or business matters that Investor is capable of evaluating the merits and risks of this investment in the Note and protecting his or her own interests in connection with this investment; (iv) Investor understands that the Note is characterized as a “restricted security” under the 1933 Act inasmuch as it is being acquired from Company in a transaction not involving a public offering and that under the 1933 Act and applicable regulations thereunder such security may be resold without registration under the 1933 Act only in certain limited circumstances; (v) Investor represents that Investor is familiar with Rule 144 of the SEC, as presently in effect, and understands the resale limitations imposed thereby and by the 1933 Act; (vi) Investor understands that the Company is under no obligation to register the Note or any shares of common stock issuable upon conversion of the Note; (vii) at no time was Investor presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general or advertising or solicitation in connection with the offer, sale and purchase of the Note; (viii) Investor has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Note; (ix) Investor is an “accredited investor” as that term is defined in Rule 501(a) 501 of Regulation D of the 1933 ActSecurities Act of 1933, as amended; (ivx) Investor is purchasing the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) Investor acknowledges that the offer and sale of the Securities have not been registered under the 1933 Act or the securities laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and further has had both the an opportunity to ask questions and receive answers from the officers Company regarding the terms and directors conditions of Company concerning the business and operations offering of Company the Note and to obtain any additional information regarding Company and its business and operations, (to the extent the Company possesses possessed such information or can could acquire it without unreasonable effort or expense, ) necessary to verify any information furnished to Investor or to which Investor had access and (xi) Such Investor is acquiring the accuracy of such information; (vii) Investor possesses sufficient knowledge Note as principal for its own account and experience in financial and business matters has no direct or indirect arrangement or understandings with any other persons to enable it to evaluate distribute or regarding the merits and risks of the purchase distribution of the Note or the shares of common stock issuable conversion of the Note (this representation and warranty not limiting such Investor’s right to sell the transactions contemplated by this Agreement; Note or the shares of common stock issuable conversion of the Note in compliance with applicable federal and (viii) neither Company nor any state securities laws). Such Investor is acquiring the Securities hereunder in the ordinary course of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documentsbusiness.

Investor’s Representations and Warranties. Each Investor represents and warrants with respect to Company only itself that: a. Reliance on Exemptions. Such Investor understands that as the Common Shares, the Preferred Shares and the Conversion Shares (collectively, the "Securities") are being offered to it in reliance on specific exemptions from the registration requirements of the Closing DateUnited States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Investor's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of such Investor to acquire the Securities. b. No Governmental Review. Such Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities. c. Transfer or Resale. Such Investor understands that: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been taken; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) Investor is purchasing the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) Investor acknowledges that the offer and sale of the Securities have not been and are not being registered under the 1933 Act or the securities laws of any state or other jurisdictionsecurities laws, and that the Securities are being may not be offered for sale, sold, assigned or transferred unless (and the Conversion Shares and Warrant Shares will beA) offered and sold subsequently registered thereunder, or (B) sold, assigned or transferred pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("Rule 144") or in compliance with some other exemption under the 1933 Act or the rules and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with regulations of the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreementthereunder; and (viiiii) neither the Company nor any of its officers, directors, stockholders, employees, agents or representatives has made other person is under any representations or warranties obligation to Investor register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of its officersany exemption thereunder. Notwithstanding the foregoing, directors, employees, agents the Securities may be pledged in connection with a bona fide margin account or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated other loan secured by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction DocumentsSecurities.

Investor’s Representations and Warranties. Investor represents The undersigned makes the following agreements, representations, declarations, acknowledgments and warrants warranties to the Company that as in making the sale of the Closing Date: Units with the intent that they be relied upon in determining the undersigned’s suitability as a purchaser of the Units: (ia) The undersigned has full power and authority to enter into this Agreement has been duly and validly authorized and all action on Investor’s part required for Agreement, the execution and delivery of this Agreement and the other Transaction Documents which has been taken; (ii) duly authorized, if applicable, and this Agreement constitutes a valid and legally binding agreement obligation of Investor enforceable the undersigned. (b) The undersigned acknowledges that the offering and sale of the Units is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act and the provisions of Regulation D and/or Rule 506(b) promulgated thereunder. In furtherance thereof, the undersigned represents and warrants as follows: (i) The undersigned realizes that the basis for the exemption from registration may not be available if, notwithstanding the undersigned’s representations contained herein, the undersigned is merely acquiring the Units for a fixed or determinable period in accordance the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention; (ii) The undersigned is acquiring the Units solely for the undersigned’s own beneficial account, for investment purposes, and not with its terms; a view to, or resale in connection with, any distribution of the Units; (iii) Investor The undersigned has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge all or any part of the Units for which the undersigned hereby subscribes, and the undersigned has no present plans or intentions to enter into any such contract, undertaking or arrangement; (iv) The undersigned has the financial ability to bear the economic risk of the undersigned’s investment, has adequate means for providing for the undersigned’s current needs and contingencies, and has no need for liquidity with respect to the undersigned’s investment in the Company; and (v) The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Unit Securities (as defined below). If other than an individual, the undersigned also represents it has not been organized for the purpose of acquiring the Units. (c) The undersigned is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D D. Please check the appropriate box(es) below to indicate which test the undersigned meets to be an “accredited investor.” If you do not meet one or more of these tests you are not eligible to purchase the Units. [ ] The undersigned is a natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, exceeds $1,000,000. For purposes of calculating net worth under this paragraph (a)(5): ● the person’s primary residence will not be included as an asset; ● indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the 1933 primary residence at the time of the sale of Units, will not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of the Units exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and ● indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of the Units shall be included as a liability. For the purposes of calculating joint net worth, joint net worth can be the aggregate net worth of the investor and spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. Reliance on the joint net worth standard does not require that the Units be purchased jointly. [ ] The undersigned is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. [ ] The undersigned is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Regulation D under the Securities Act. [ ] The undersigned is an entity in which all of the equity owners are accredited investors. [ ] The undersigned is a bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the SEC under Section 203(l) or (m) of the Investment Advisers Act of 1940; an insurance company as defined in Section 2(a)(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (ivd) Investor of the Small Business Investment Act of 1958; a Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act; a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is purchasing made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the Note employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors. [ ] The undersigned is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. [ ] The undersigned is an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000. [ ] The undersigned is a director or executive officer of the Company. [ ] The undersigned is an entity not formed for the specific purpose of acquiring the Units, owning investments in excess of $5,000,000. [ ] The undersigned is a natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Securities and Exchange Commission has designated as qualifying an individual for accredited investor status. [ ] The undersigned is a “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940. [ ] The undersigned is a “family client,” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office meeting the definition of an accredited investor and whose prospective investment in the Units is directed by such family office. The suitability standards referred to above are minimum requirements; the satisfaction of such standards does not mean that investment in the Units are a suitable investment for an investor. In addition, the Company may revoke the offer made herein and refuse to sell any Units to a prospective investor for any other reason whatsoever, even if such investor returns an Agreement containing appropriate representations. (d) The undersigned has been provided access via the Securities and Exchange Commission (the “Commission”) public website at w▇▇.▇▇▇.▇▇▇ with access to copies of the Company’s Annual Report on Form 10-K for the period ended December 31, 2020 and the Warrant Company’s other filings with the Commission (collectively, the “SEC Reports”), and any Conversion Shares represents and Warrant Shares) for its own account, for investment purposes only warrants that it has read and has no current arrangements or understandings for reviewed the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; SEC Reports (v) Investor including the “Risk Factors” contained therein). The undersigned acknowledges that the offer Company has made available to the undersigned or provided the undersigned the opportunity to review all SEC Reports and sale this Agreement, and has allowed the undersigned an opportunity to ask questions and receive answers thereto and to verify and clarify any information contained in the SEC Reports and this Agreement. The undersigned further acknowledges that the undersigned has received all information concerning the Company, the Company’s business, and all other information necessary for the undersigned to invest in the Company. (e) The undersigned is not relying on the Company with respect to economic considerations involved in this investment. The undersigned is capable of evaluating the merits and risks of an investment in the Units as such are described in the SEC Reports. (f) The undersigned represents, warrants and agrees that the undersigned will not sell or otherwise transfer the Units, including the Shares, the Warrants and the shares of common stock issuable upon the exercise of the Warrants (collectively, the “Unit Securities”), without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the undersigned must bear the economic risk of the purchase of Units because, among other reasons, the Unit Securities have not been registered under the 1933 Securities Act or under the securities laws of any state or other jurisdictionand, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Acttherefore, and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Securities Act and any under the applicable state securities laws of such states, or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and . In particular, the information set forth undersigned is aware that Unit Securities are “restricted securities,” as such term is defined in the reports filed by Company with the SEC pursuant to Rule 144 promulgated under the Securities Exchange Act of 1934, as amended (the “1934 ActRule 144”), and has had both the opportunity they may not be sold pursuant to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks Rule 144 unless all of the purchase conditions of Rule 144 are met. The undersigned also understands that the Note Company is under no obligation to register the Unit Securities on the undersigned’s behalf or to assist the undersigned in complying with any exemption from registration under the Securities Act or applicable state securities laws. The undersigned understands that any sales or transfers of Unit Securities are further restricted by state securities laws and the transactions contemplated by provisions of this Agreement; and . (viiig) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any No representations or warranties have been made to Investor the undersigned by the Company or any of its officers, directors, employees, agents agents, affiliates or representatives subsidiaries, other than any representations contained herein and in the SEC Reports, and in subscribing for the Units the undersigned is not relying upon any representations other than any contained herein or in the SEC Reports. The undersigned has not been provided any offering materials in connection with the offer and sale of the Units except the Offering Documents. (h) The undersigned understands and acknowledges that the undersigned’s purchase of the Units is a speculative investment that involves a high degree of risk and the potential loss of the undersigned’s entire investment in the Units and has reviewed the “Risk Factors” contained in the SEC Reports. The undersigned is able to bear the loss of the undersigned’s entire investment in the Units. The undersigned further acknowledges that (i) there is currently a limited public market for the Shares and that there are no assurances an active public market for the Shares will ever be developed, and (ii) there is no public market for the Warrants and there is no expectation one will ever be developed. (i) The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth, and an investment in the Units will not cause such overall commitment to become excessive. (j) The undersigned should check the Office of Foreign Assets Control (“OFAC”) website at <h▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇> before making the following representations. The undersigned represents that the amounts invested by it in the Company were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at <h▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇>. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. 1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. (k) To the best of the undersigned’s knowledge, none of: (1) the undersigned; (2) any person controlling or controlled by the undersigned; (3) if the undersigned is a privately-held entity, any person having a beneficial interest in the undersigned; or (4) any person for whom the undersigned is acting as expressly agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representations set forth in the Transaction Documents and, preceding paragraph. The undersigned agrees to promptly notify the Company should the undersigned become aware of any change in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as information set forth in these representations. The undersigned understands and acknowledges that, by law, the Transaction DocumentsCompany may be obligated to “freeze the account” of the undersigned, either by prohibiting additional subscriptions from the undersigned and/or segregating the assets in the account in compliance with governmental regulations. (l) To the best of the undersigned’s knowledge, none of: (1) the undersigned; (2) any person controlling or controlled by the undersigned; (3) if the undersigned is a privately-held entity, any person having a beneficial interest in the undersigned; or (4) any person for whom the undersigned is acting as agent or nominee in connection with this investment is a senior foreign political figure2, or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are defined in the footnotes below. (m) If the undersigned is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the undersigned receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the undersigned represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate. (n) (For ERISA plans only) The fiduciary of the ERISA plan represents that such fiduciary has been i

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been takenauthorized; (ii) Investor has all necessary power and authority under all applicable provisions of law to execute and deliver each Transaction Document and to carry out their provisions; (iii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iiiiv) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (ivv) Investor is purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) Interest for its investment for such Investor’s own account, and not with a view to, or for investment purposes only resale in connection with, any distribution thereof, and Investor has no current arrangements present intention of selling or understandings distributing any of the Interest, (vi) Investor has had an opportunity to discuss Company’s business, management and financial affairs with its management and to obtain any additional information which Investor has deemed necessary or appropriate for deciding whether or not to purchase the resale or distribution Interest, including an opportunity to others receive, review and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; understand the information set forth in Company’s financial statements, capitalization and other business information as Investor deems prudent, (vvii) Investor acknowledges that the offer and sale of the Securities no other representations or warranties, oral or written, have not been registered under the 1933 Act made by Company or the securities laws of any agent thereof except as set forth in this Agreement, (viii) Investor is aware that no federal, state or other jurisdictionagency has made any finding or determination as to the fairness of the investment, nor made any recommendation or endorsement of the Interest, (ix) Investor has such knowledge and experience in financial and business matters, including investments in other emerging growth companies that such individual or entity is capable of evaluating the merits and risks of the investment in the Interest and it is able to bear the economic risk of such investment, (x) Investor has such knowledge and experience in financial and business matters that such individual is capable of utilizing the information made available in connection with the offering of the Interest, of evaluating the merits and risks of an investment in the Interest and of making an informed investment decision with respect to the Interest, (xi) neither Investor, nor any person or entity with whom such Investor shares beneficial ownership of the Interest, is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii); (xii) Investor is aware that there is currently no public market for the Interest, that there is no guarantee that a public market will develop at any time in the future and Investor understands that the Securities are being Interest is unregistered and may not presently be sold except in accordance with applicable securities laws, (and xiii) Investor understands that the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and Interest cannot be disposed readily sold or liquidated in case of an emergency or other financial need, (xiv) Investor acknowledges and agrees that the Interest must be held indefinitely unless they are it is subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) , and Investor has reviewed this Agreement been advised or is aware of the provisions of Rule 144 promulgated under the 1933 Act as in effect from time to time, which permits limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the Company and the information set forth resale occurring following the required holding period under Rule 144, and (xvi) each instrument evidencing the Interest which Investor may purchase hereunder may be imprinted with legends substantially in the reports filed by following form: Notwithstanding the foregoing representations and warranties, Company with acknowledges and agrees that such representations and warranties do not affect Company’s obligations to repay the SEC Interest in full pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documentsterms thereof.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been takenauthorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) Investor is purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own accountaccount and not with a view towards, or for investment purposes only and has no current arrangements or understandings for resale in connection with, the resale public sale or distribution thereof in violation of applicable securities laws, except pursuant to others sales registered or exempted under the 1933 Act; provided, however, by making the representations herein, Investor does not agree, or make any representation or warranty, to hold the Note for any minimum or other specific term and will only resell such Securities reserves the right to dispose of the Note at any time in accordance with or any part thereof pursuant to a registration statement or an available exemption from registration under applicable lawthe 1933 Act; (v) Investor acknowledges that does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute the Note in violation of applicable securities laws; (vi) Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of Company and materials relating to the offer and sale of the Securities Note that have been requested by Investor; (vii) Investor and its advisors, if any, have been afforded the opportunity to ask questions of Company; (viii) neither such inquiries nor any other due diligence investigations conducted by Investor or its advisors, if any, or its representatives shall modify, amend or affect Investor's right to rely on Company's representations and warranties contained herein; (ix) Investor understands that its investment in the Note involves a high degree of risk; (x) Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Note; (xi) Investor understands that the Note has not been and is not being registered under the 1933 Act or the any state securities laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares Company will be) offered and sold pursuant to an exemption from registration contained not be obligated in the 1933 Act, and cannot be disposed of unless they are subsequently registered future to register the Note under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), or under any state securities laws and that Company has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information not made or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in is making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warrantywarranty or covenant, covenant express or promise implied, as to the availability of Company any exemption from registration under the 1933 Act or its officersany applicable state securities laws for the resale, directorspledge or other transfer of the Note. For purposes of this Agreement, members“Person” means an individual, managersa limited liability company, employeesa partnership, agents a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or representatives other than as set forth in the Transaction Documentsany department or agency thereof.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Datethat: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been takenauthorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) Investor understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is purchasing relying upon the Note truth and accuracy of, and the Warrant (Investor’s compliance with, the representations, warranties, agreements, acknowledgments and any Conversion Shares understandings of the Investor set forth herein in order to determine the availability of such exemptions and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution eligibility of the Investor to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable lawacquire the Securities; (v) Investor acknowledges that it has had the offer opportunity to review all the reports, schedules, forms, statements and sale of the Securities have not been registered under the 1933 Act or the securities laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant documents required to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to under the Securities Exchange Act of 1934, as amended (the “1934 Act”); (vi) Investor and its advisors, and has had both if any, have been afforded the opportunity to ask questions and receive answers from of the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such informationCompany; (vii) Investor possesses sufficient knowledge understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering based upon the exemption from such registration requirements for non-public offerings pursuant to Rule 506 of Regulation D under the 1933 Act and experience that such Securities may not be sold or otherwise transferred unless they have been first registered under the 1933 Act and all applicable state securities laws, or unless exemptions from such registration provisions are available with respect to said resale or transfer of such securities; (viii) Investor is familiar with SEC Rule 144, as presently in financial effect, and business matters understands the resale limitations imposed thereby and by the 1933 Act; (ix) Investor acknowledges that the Company was previously an issuer described in paragraph (i)(1)(i) of Rule 144 under the Act and is subject to enable it the provisions of Rule 144(i); and (x) Investor is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. Notwithstanding the foregoing, Company’s obligation to evaluate the merits perform every covenant, promise and risks of the purchase of the commitment under this Note and the transactions contemplated by this Agreement; other Transaction Documents is absolute and (viii) neither unconditional and Company nor shall not assert any defenses to performance of its officersobligations hereunder or thereunder based upon Investor’s representations and warranties, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officersbreach or alleged breach thereof, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documentssubsection (v) and (vi) above.

Investor’s Representations and Warranties. Each Investor represents and warrants with respect to only itself that: a. Reliance on Exemptions. Such Investor understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Investor's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of such Investor to receive such Securities. b. No Governmental Review. Such Investor understands that as no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Closing DateSecurities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities. c. Transfer or Resale. Such Investor understands that: (i) this Agreement has the Securities have not been duly and validly authorized are not being registered under the 1933 Act or any state securities laws, and all action on Investor’s part required may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Investor shall have delivered to the execution and delivery Company an opinion of this Agreement and counsel, in a form reasonably satisfactory to the other Transaction Documents has been takenCompany, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Investor provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("Rule 144"); (ii) this Agreement constitutes a valid and binding agreement any sale of Investor enforceable the Securities made in reliance on Rule 144 may be made only in accordance with its terms; the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (iiior the person through whom the sale is made) Investor is may be deemed to be an “accredited investor” underwriter (as that term is defined in Rule 501(athe 1▇▇▇ ▇▇▇) of Regulation D of the 1933 Act; (iv) Investor is purchasing the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available may require compliance with some other exemption under applicable law; (v) Investor acknowledges that the offer and sale of the Securities have not been registered under the 1933 Act or the securities laws rules and regulations of the SEC thereunder; and (iii) neither the Company nor any state or other jurisdiction, and that the person is under any obligation to register such Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and or any applicable state securities laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company to comply with the SEC pursuant to terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information may be pledged in connection with a bona fide margin account or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated other loan secured by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction DocumentsSecurities.

Investor’s Representations and Warranties. The Investor represents hereby makes the following representations and warrants to Company that as warranties, each of which is and shall be true and correct on the date hereof and on the Closing Date: , to the Company and ▇▇▇▇▇ and Company, LLC: (ia) this Agreement has been Organization and Authorization. To the extent the Investor is not an individual or natural person, the Investor is duly and validly authorized existing under the jurisdiction of its organization and all action is qualified to do business in the jurisdiction specified below its address on Investor’s part required for Exhibit C and/or Exhibit D, as applicable. If the execution and delivery of Investor that is signatory hereto is executing this Agreement and or the other Transaction Documents has been taken; (ii) this Agreement constitutes to which it is a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D party to effect the exchange of the 1933 Act; (iv) Investor is purchasing the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements Exchanged Existing Notes beneficially owned by one or understandings for the resale more other persons or distribution entities or to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) Investor acknowledges that the offer and sale of the Securities have not been registered under the 1933 Act or the securities laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of effect the purchase of the Note Purchased New Notes by one or more other persons or entities, (a) such signatory Investor has all requisite discretionary authority to enter into this Agreement and such other Transaction Documents on behalf of, and bind, each such other person or entity that is a beneficial owner of the transactions contemplated by this AgreementExchanged Existing Notes or that is purchasing Purchased New Notes; (b) Exhibit C hereto is a true, correct and complete list of (i) the name of each party delivering (as beneficial owner) the Exchanged Existing Notes hereunder, (ii) the principal amount of such Investor’s Exchanged Existing Notes, (iii) the principal amount of the Exchanged New Notes to be issued to such Investor in respect of its Exchanged Existing Notes, (iv) the amount of the cash payment to be made to such Investor in respect of the accrued interest on its Exchanged Existing Notes and (v) the DTC Participant or broker name of, DTC Participant or broker contact name for, and DTC Participation number of such Investor or its applicable broker; and (viiic) neither Company nor any Exhibit D hereto is a true, correct and complete list of its officers(i) the name of each party acquiring (as beneficial owner) Purchased New Notes hereunder, directors(ii) the principal amount of Purchased New Notes being acquired by such Investor and (iii) the DTC Participant name of, stockholdersDTC Participant contact name for, employees, agents or representatives has made any representations or warranties to Investor or any and DTC Participation number of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documentssuch Investor.

Investor’s Representations and Warranties. Investor Each Investor, on behalf of itself and not any other Investor, represents and warrants to the Company that as follows: 3.1 Such Investor has the full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the Closing Date: (i) transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 3.2 Such Investor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; 3.3 This Agreement has been duly and validly authorized authorized, executed and all action on Investor’s part required for the execution delivered by such Investor and delivery of this Agreement and the other Transaction Documents has been taken; (ii) this Agreement constitutes a valid and binding agreement obligation of Investor such Investor, enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) , subject to applicable principles of Regulation D equity, bankruptcy, reorganization, insolvency or other laws affecting the enforcement of creditors’ rights generally and no other proceeding on the part of the 1933 Act; (iv) Investor Investors is purchasing necessary to authorize the Note execution, delivery and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) Investor acknowledges that the offer and sale performance of the Securities have not been registered under the 1933 Act or the securities laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in transactions contemplated hereby; 3.4 Such Investor is the reports filed by Company with sole “Beneficial Owner” (within the SEC pursuant to meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “1934 Exchange Act”)) of the Exchanged Shares set forth opposite its name on Schedule 1, has good and marketable title to all such Exchanged Shares, and has had both there exist no liens, claims, options, proxies, voting agreements, charges or encumbrances of whatever nature (collectively, “Liens”) affecting such Exchanged Shares; 3.5 Upon delivery of the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, Exchanged Shares to the extent Company possesses pursuant to the terms hereto, the Company will have good title to such information or can acquire it without unreasonable effort or expenseExchanged Shares, necessary to verify free and clear of all Liens; 3.6 Except for Shares held by other Investors as set forth on Exhibit A hereto, the accuracy Shares set forth opposite the name of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks on Exhibit A hereto constitute all of the purchase securities of the Note and Company beneficially owned, directly or indirectly, by the transactions contemplated Investors or by this Agreement; and any “Affiliate” or “Associate” (viiias those terms are defined in Rule 12b-2 under the Exchange Act) neither Company of such Investor; 3.7 Neither such Investor nor any of its officersAffiliates has outstanding any option, directorswarrant or other right to acquire, stockholdersdirectly or indirectly, employeesany securities of the Company which are entitled to vote or any securities which are convertible or exchangeable into or exercisable for any securities of the Company which are entitled to vote, agents or representatives has made any representations or warranties to nor is such Investor or any Affiliate of its officers, directors, employees, agents such Investor subject to any agreement (whether written or representatives except as expressly set forth in the Transaction Documents andnature of an informal understanding) which allows or obligates such Investor or any such Affiliate to vote or acquire any such securities; 3.8 Neither the execution and the delivery of this Agreement, in making its decision to enter into nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Investors are subject or any provision of the organizational documents of the Investors or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any consent or notice (other than those obtained or made) under any agreement, contract, lease, license, instrument, judgment, decree, order other arrangement to which the Investors are a party or by which they are bound or to which any of their assets are subject (or result in the Transaction Documentsimposition of any security interest upon any of their assets), nor are the Investors required to obtain the approval or consent of any person or entity to effect the exchange of the Exchanged Shares; 3.9 No such Investor nor any person or entity acting on behalf of such Investor, has agreed to pay a commission, finder’s fee or investment banking fee, or similar payment in connection with this Agreement or any matter related hereto, nor has such Investor, person or entity taken any action on which a claim for such payment could be based, in each case, for which the Company could become liable; 3.10 No Investor has made or threatened to make a public tender offer (within the meaning of Section 5881 of the Internal Revenue Code of 1986, as amended) for securities of the Company; and 3.11 Such Investor is not relying on any representationa United States person, warrantyas defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, covenant as amended, and is not engaged in a United States trade or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documentsbusiness.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) the Investor is a limited liability company duly organized and validly existing in good standing under the laws of Utah; (ii) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been takenauthorized; (iiiii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iiiiv) the Investor understands that the Securities have not been and, except as contemplated herein, will not be, registered under the 1933 Act and that the Securities are being offered and issued pursuant to an exemption from registration contained in the 1933 Act based in part upon the Investor’s representations contained in this Agreement; (v) the Investor has substantial experience in evaluating and investing in private placement transactions of securities of companies in a similar stage of development as Company so that the Investor is capable of evaluating the merits and risks of its investment in Company and has the capacity to protect its own interests; (vi) the Investor is acquiring the Securities for its own account for investment only, not as a nominee or agent and not with a view towards their resale or distribution; (vii) the Investor represents that by reason of its, or of its management’s, business or financial experience, the Investor has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement; (viii) the Investor (a) has received all the information it considers necessary or appropriate for deciding whether to participate in this transaction; (b) has had an opportunity to discuss Company’s business, management and financial affairs with directors, officers and management of Company and has had the opportunity to review Company’s operations and facilities; and (c) has also had the opportunity to ask questions of, receive answers from and obtain additional information from (to the extent Company possessed such information or could acquire it without unreasonable effort or expense) Company and its management regarding the terms and conditions of this investment; and (ix) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) Investor is purchasing the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) Investor acknowledges that the offer and sale of the Securities have not been registered under the 1933 Act or the securities laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents.

Investor’s Representations and Warranties. Investor The undersigned hereby acknowledges, agrees with and represents and warrants to Company that Odyne and the Placement Agent and its affiliates, as of the Closing Date: follows: (ia) The undersigned has full power and authority to enter into this Agreement has been duly and validly authorized and all action on Investor’s part required for Agreement, the execution and delivery of this Agreement and the other Transaction Documents which has been taken; (ii) duly authorized, if applicable, and this Agreement constitutes a valid and legally binding agreement obligation of Investor enforceable the undersigned. (b) The undersigned acknowledges his, her or its understanding that the offering and sale of the Units is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the undersigned represents and warrants to Odyne and the Placement Agent and its affiliates as follows: (i) The undersigned realizes that the basis for the exemption from registration may not be available if, notwithstanding the undersigned’s representations contained herein, the undersigned is merely acquiring the Units for a fixed or determinable period in accordance the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention. (ii) The undersigned is acquiring the Units solely for the undersigned’s own beneficial account, for investment purposes, and not with its terms; view to, or resale in connection with, any distribution of the Debenture, or shares of Common Stock into which the Debenture is convertible and the Warrants are exercisable. (iii) The undersigned has the financial ability to bear the economic risk of his, her or its investment, has adequate means for providing for current needs and contingencies, and has no need for liquidity with respect to the investment in Odyne; (iv) The undersigned and the undersigned’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received the Confidential Private Placement Memorandum of the Company dated September 19, 2007, together with all annexes thereto (as such documents may be further amended or supplemented after the date hereof, the “Offering Materials”), relating to the Offering by Odyne of the Units, and all other documents requested by the undersigned or Advisors, if any, have carefully reviewed them and understood the information contained therein, prior to the execution of this Agreement; and (v) The undersigned (together with the undersigned’s Advisors, if any) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Units. If other than an individual, the undersigned also represents it has not been organized solely for the purpose of acquiring the Units. (c) The information in the Investor Questionnaire completed and executed by the undersigned (the “Investor Questionnaire”) is true and accurate in all respects, and the undersigned is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D D. (d) The undersigned is not relying on the Placement Agent or its affiliates or sub-agents with respect to economic considerations involved in this investment. The undersigned has relied on the advice of, or has consulted with, only his, her or its Advisors. Each Advisor, if any, is capable of evaluating the 1933 Act; merits and risks of an investment in the Units as such are described in the Offering Materials, and each Advisor, if any, has disclosed to the undersigned in writing (iva copy of which is annexed to this Agreement) Investor is purchasing the Note specific details of any and all past, present or future relationships, actual or contemplated, between the Advisor and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities Placement Agent or any part thereof pursuant to a affiliate or sub-agent thereof. (e) The undersigned will not sell or otherwise transfer the Debenture or Warrants (including such shares of Common Stock into which the Debentures are convertible and Warrants are exercisable, and collectively with the Debentures and Warrants, the “Securities”) without registration under the Securities Act or an available exemption under applicable law; (v) Investor acknowledges therefrom, and fully understands and agrees that the offer and sale undersigned must bear the economic risk of his, her or its purchase because, among other reasons, the Securities have not been registered under the 1933 Securities Act or under the securities laws of any state or other jurisdictionand, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Acttherefore, and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Securities Act and any under the applicable state laws securities laws, or an exemption from such registration is available; . In particular, the undersigned is aware that the Securities are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (vi“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The undersigned also understands that, except as otherwise provided herein, Odyne is under no obligation to register the Securities on the undersigned’s behalf or to assist the undersigned in complying with any exemption from registration under the Securities Act or applicable state securities laws. The undersigned understands that any sales or transfers of the Securities may be further restricted by state securities laws and are further restricted by the provisions of this Agreement. (f) Investor has reviewed this Agreement No representations or warranties have been made to the undersigned by Odyne or the Placement Agent, or any of their respective officers, employees, agents, sub-agents, affiliates or subsidiaries, other than any representations of Odyne or the Placement Agent contained herein and in the Offering Materials, and in subscribing for Units the undersigned is not relying upon any representations other than those contained herein or in the Offering Materials. (g) The undersigned understands and acknowledges that the undersigned’s purchase of the Units is a speculative investment that involves a high degree of risk and the information potential loss of the undersigned’s entire investment. The undersigned has carefully read and considered the matters set forth in the reports filed by Company with Offering Materials and in particular the SEC pursuant matters under the caption “Risk Factors” therein, and expressly acknowledges that Odyne has a limited operating history. (h) The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth, and an investment in the Units will not cause such overall commitment to become excessive. (i) The undersigned understands and agrees that the Securities shall bear substantially the following legend until (i) such Securities shall have been registered under the Securities Act and effectively disposed of in accordance with a registration statement that has been declared effective or (ii) in the opinion of counsel for Odyne such Securities may be sold without registration under the Securities Act or any applicable “blue sky” or state securities laws: THE SECURITIES REPRESENTED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (j) Neither the U.S. Securities and Exchange Act of 1934, as amended Commission (the “1934 ActSEC”)) nor any state securities commission has approved the Units or the Securities, or passed upon or endorsed the merits of the Offering or confirmed the accuracy or determined the adequacy of the Offering Materials. The Offering Materials has not been reviewed by any Federal, state or other regulatory authority. (k) The undersigned and has his, her or its Advisors, if any, have had both the a reasonable opportunity to ask questions of and receive answers from the officers and directors a person or persons acting on behalf of Company Odyne concerning the business offering of the Units and the business, financial condition, results of operations and prospects of Company Odyne, and to obtain any additional information regarding Company and its business and operations, all such questions have been answered to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks full satisfaction of the purchase undersigned and the undersigned’s Advisors, if any. (l) The undersigned is unaware of, is in no way relying on, and did not become aware of the Note offering of the Units through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or electronic mail through the Internet, in connection with the offering and sale of the Units and is not subscribing for Units and did not become aware of the offering of the Units through or as a result of any seminar or meeting to which the undersigned was invited by, or any solicitation of a subscription by, a person not previously known to the undersigned in connection with investments in securities generally. (m) The undersigned has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby (other than commissions to be paid by this Agreement; and Odyne to the Placement Agent, its sub-agents or as otherwise described in the Offering Materials and, in turn, to be paid to other selected dealers). (viiin) neither Company nor The undersigned is not relying on Odyne, the Placement Agent or any of its officers, directors, stockholders, their respective employees, agents or representatives has made any representations or warranties sub-agents with respect to Investor or any the legal, tax, economic and related considerations of its officers, directors, employees, agents or representatives except as expressly set forth an investment in the Transaction Documents andUnits, and the undersigned has relied on the advice of, or has consulted with, only his, her or its own Advisors. (o) The undersigned acknowledges that any estimates or forward-looking statements or projections included in the Offering Materials were prepared by the management of Odyne in good faith, but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed by Odyne or its management and should not be relied upon. (p) No oral or written representations have been made, or oral or written information furnished, to the undersigned or his, her or its Advisors, if any, in making its decision to enter into connection with the transactions contemplated by offering of the Transaction Documents, Investor is not relying on Units that are in any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth way inconsistent with the information contained in the Transaction DocumentsOffering Materials. (q) The undersigned’s substantive relationship with the Placement Agent or sub-agents through which the undersigned is subscribing for Units predates the Placement Agent’s or such sub-agents’ contact with the undersigned regarding an investment in the Units. (r) All of the foregoing representations, warranties and agreements shall survive the Closing.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been takenauthorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) prior to the execution of this Agreement, Investor is purchasing and Investor’s attorney, accountant and/or tax or investment adviser, if any (collectively, the Note “Advisors”), have received all documents related to Company and its current and future business as requested by Investor, have carefully reviewed them and understand the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable lawinformation contained therein; (v) Investor acknowledges that and its Advisors have been afforded by Company a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of Company concerning the offer matters contemplated by the Transaction Documents and sale the business, financial condition and results of the Securities have not been registered under the 1933 Act or the securities laws operations of any state or other jurisdictionCompany, and that all such questions have been answered to the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed full satisfaction of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is availableInvestor; (vi) Investor is aware that an investment in the Note is high risk, involving a number of very significant risks and has reviewed this Agreement carefully read and considered the information matters set forth under the caption “Risk Factors” in each of the reports Company’s Form 10-K filed by Company with the SEC pursuant to on March 31, 2025, and subsequent reports on Form 10-Q filed with the Securities Exchange Act of 1934SEC, as amended well as Company’s disclosures contained in subsequent Current Reports on Form 8-K, including the documents incorporated by reference therein (the “1934 ActSEC Reports”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viiivii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents. Company covenants and agrees it will not use any inaccuracy in any of the foregoing representations and warranties as a defense to performance of its obligations under the Transaction Documents or in any attempt to avoid, modify, reduce, rescind or void such obligations; provided, however, that Company shall otherwise retain all rights and remedies for Investor’s breach of any such representations or warranties.

Investor’s Representations and Warranties. Each Investor represents and warrants with respect to only itself that: (a) Reliance on Exemptions. Such Investor understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Investor's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of such Investor to acquire the Securities. (b) No Governmental Review. Such Investor understands that as no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Closing DateSecurities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities. (c) Transfer or Resale. Such Investor understands that: (i) this Agreement has the Securities have not been duly and validly authorized are not being registered under the 1933 Act or any state securities laws, and all action on Investor’s part required may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Investor shall have delivered to the execution and delivery Company an opinion of this Agreement and counsel, in a form reasonably acceptable to the other Transaction Documents has been takenCompany, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Investor provides the Company with assurances reasonably acceptable to the Company that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act, as amended, (or a successor rule thereto) ("RULE 144"); (ii) this Agreement constitutes a valid and binding agreement any sale of Investor enforceable the Securities made in reliance on Rule 144 may be made only in accordance with its terms; the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (iiior the person through whom the sale is made) Investor is may be deemed to be an “accredited investor” underwriter (as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv▇▇▇) Investor is purchasing the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available ▇▇y require compliance with some other exemption under applicable law; (v) Investor acknowledges that the offer and sale of the Securities have not been registered under the 1933 Act or the securities laws rules and regulations of the SEC thereunder; and (iii) neither the Company nor any state or other jurisdiction, and that the person is under any obligation to register such Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and or any applicable state securities laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company to comply with the SEC pursuant to the Securities Exchange Act terms and conditions of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documentsexemption thereunder.

Investor’s Representations and Warranties. Investor represents and warrants to the Company, and acknowledges and intends that the Company rely thereon, as follows: (b) Investor is aware that as the Shares are not registered under the Securities Act or any state securities laws, and are restricted securities. The sale or other disposition of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been taken; (ii) this Agreement constitutes a valid and binding agreement of Shares by Investor enforceable is restricted in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) Investor is purchasing the Note Securities Act and the Warrant (such laws, and any Conversion Shares and Warrant Shares) for its own account, for investment purposes may only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof be made pursuant to a registration or an available exemption under applicable law; (v) Investor acknowledges that the offer and sale of the Securities have not been registered under the 1933 Act or the securities and those laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to unless an exemption from the registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration requirements thereof is available; ; (vic) Investor has reviewed this Agreement and investigated the information set forth in purchase of the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, Shares to the extent Company possesses Investor deems necessary or desirable. Investor has such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate that Investor is capable of evaluating the merits and risks of the acquisition of the Shares and of making an informed investment decision with respect thereto and Investor has the ability to bear the economic risk of an investment in the Company and to withstand a complete loss of his investment. Investor is financially able to hold the Shares for an indefinite period of time; (d) Investor has been furnished by the Company with copies of the Company's Annual Report on Form 10-KSB for the Company's fiscal year ended December 31, 1999, the Company's Quarterly Reports on Form 10-QSB for the Company's fiscal quarters ended March 31, 2000, June 30, 2000 and September 30, 2000 as filed with the Securities and Exchange Commission (the "SEC") and all other reports filed by the Company with the SEC on or after March 31, 2000 (collectively, the "Company's SEC Reports"). Investor has been afforded an opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of Investor's purchase of the Note Shares and all other relevant matters and has been afforded the opportunity to obtain any additional information (to the extent the Company had such information or could acquire it without unreasonable effort or expense); (e) Investor understands that no United States federal or state agency or any agency of any other government has passed upon or made any recommendation or endorsement of any investment in the Company; (f) Investor has not been organized for the purpose of purchasing the Shares. (g) This Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action of Investor and its execution and delivery by Investors does not and will not violate or conflict with Investor's Certificate of Incorporation or by-laws, any judgment or decree binding upon Investor or any material agreement to which Investor is a party or by which it is bound; (ii) the undersigned natural person executing this AgreementAgreement on behalf of Investor has the requisite right, power, capacity and authority to enter into this Agreement on Investor's behalf; and (viiiiii) neither Company nor any of this Agreement will be binding on and enforceable against Investor in accordance with its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documentsterms.

Investor’s Representations and Warranties. Investor represents The undersigned makes the following agreements, representations, declarations, acknowledgments and warrants warranties to the Company that as in making the sale of the Closing Date: Units with the intent that they be relied upon in determining the undersigned’s suitability as a purchaser of the Units: (ia) The undersigned has full power and authority to enter into this Agreement has been duly and validly authorized and all action on Investor’s part required for Agreement, the execution and delivery of this Agreement and the other Transaction Documents which has been taken; (ii) duly authorized, if applicable, and this Agreement constitutes a valid and legally binding agreement obligation of Investor enforceable the undersigned. (b) The undersigned acknowledges that the offering and sale of the Units is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act and the provisions of Regulation D and/or Rule 506(b) promulgated thereunder. In furtherance thereof, the undersigned represents and warrants as follows: (i) The undersigned realizes that the basis for the exemption from registration may not be available if, notwithstanding the undersigned’s representations contained herein, the undersigned is merely acquiring the Units for a fixed or determinable period in accordance the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention; (ii) The undersigned is acquiring the Units solely for the undersigned’s own beneficial account, for investment purposes, and not with its terms; a view to, or resale in connection with, any distribution of the Units; (iii) Investor The undersigned has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge all or any part of the Units for which the undersigned hereby subscribes, and the undersigned has no present plans or intentions to enter into any such contract, undertaking or arrangement; (iv) The undersigned has the financial ability to bear the economic risk of the undersigned’s investment, has adequate means for providing for the undersigned’s current needs and contingencies, and has no need for liquidity with respect to the undersigned’s investment in the Company; and (v) The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Unit Securities (as defined below). If other than an individual, the undersigned also represents it has not been organized for the purpose of acquiring the Units. (c) The undersigned is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D D. Please check the appropriate box(es) below to indicate which test the undersigned meets to be an “accredited investor.” If you do not meet one or more of these tests you are not eligible to purchase the Units. ☐ The undersigned is a natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, exceeds $1,000,000. For purposes of calculating net worth under this paragraph (a)(5): ● the person’s primary residence will not be included as an asset; ● indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the 1933 primary residence at the time of the sale of Units, will not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of the Units exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and ● indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of the Units shall be included as a liability. For the purposes of calculating joint net worth, joint net worth can be the aggregate net worth of the investor and spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. Reliance on the joint net worth standard does not require that the Units be purchased jointly. ☐ The undersigned is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. ☐ The undersigned is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Regulation D under the Securities Act. ☐ The undersigned is an entity in which all of the equity owners are accredited investors. ☐ The undersigned is a bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the SEC under Section 203(l) or (m) of the Investment Advisers Act of 1940; an insurance company as defined in Section 2(a)(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (ivd) Investor of the Small Business Investment Act of 1958; a Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act; a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is purchasing made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the Note employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors. ☐ The undersigned is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. ☐ The undersigned is an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000. ☐ The undersigned is a director or executive officer of the Company. ☐ The undersigned is an entity not formed for the specific purpose of acquiring the Units, owning investments in excess of $5,000,000. ☐ The undersigned is a natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Securities and Exchange Commission has designated as qualifying an individual for accredited investor status. ☐ The undersigned is a “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940. ☐ The undersigned is a “family client,” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office meeting the definition of an accredited investor and whose prospective investment in the Units is directed by such family office. The suitability standards referred to above are minimum requirements; the satisfaction of such standards does not mean that investment in the Units are a suitable investment for an investor. In addition, the Company may revoke the offer made herein and refuse to sell any Units to a prospective investor for any other reason whatsoever, even if such investor returns an Agreement containing appropriate representations. (d) The undersigned has been provided access via the Securities and Exchange Commission (the “Commission”) public website at w▇▇.▇▇▇.▇▇▇ with access to copies of the Company’s Annual Report on Form 10-K for the period ended December 31, 2021 and the Warrant Company’s other filings with the Commission (collectively, the “SEC Reports”), and any Conversion Shares represents and Warrant Shares) for its own account, for investment purposes only warrants that it has read and has no current arrangements or understandings for reviewed the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; SEC Reports (v) Investor including the “Risk Factors” contained therein). The undersigned acknowledges that the offer Company has made available to the undersigned or provided the undersigned the opportunity to review all SEC Reports and sale this Agreement, and has allowed the undersigned an opportunity to ask questions and receive answers thereto and to verify and clarify any information contained in the SEC Reports and this Agreement. The undersigned further acknowledges that the undersigned has received all information concerning the Company, the Company’s business, and all other information necessary for the undersigned to invest in the Company. (e) The undersigned is not relying on the Company with respect to economic considerations involved in this investment. The undersigned is capable of evaluating the merits and risks of an investment in the Units as such are described in the SEC Reports. (f) The undersigned represents, warrants and agrees that the undersigned will not sell or otherwise transfer the Units, including the Shares, the Warrants and the shares of common stock issuable upon the exercise of the Warrants (collectively, the “Unit Securities”), without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the undersigned must bear the economic risk of the purchase of Units because, among other reasons, the Unit Securities have not been registered under the 1933 Securities Act or under the securities laws of any state or other jurisdictionand, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Acttherefore, and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Securities Act and any under the applicable state securities laws of such states, or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and . In particular, the information set forth undersigned is aware that Unit Securities are “restricted securities,” as such term is defined in the reports filed by Company with the SEC pursuant to Rule 144 promulgated under the Securities Exchange Act of 1934, as amended (the “1934 ActRule 144”), and has had both the opportunity they may not be sold pursuant to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks Rule 144 unless all of the purchase conditions of Rule 144 are met. The undersigned also understands that the Note Company is under no obligation to register the Unit Securities on the undersigned’s behalf or to assist the undersigned in complying with any exemption from registration under the Securities Act or applicable state securities laws. The undersigned understands that any sales or transfers of Unit Securities are further restricted by state securities laws and the transactions contemplated by provisions of this Agreement; and . (viiig) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any No representations or warranties have been made to Investor the undersigned by the Company or any of its officers, directors, employees, agents agents, affiliates or representatives subsidiaries, other than any representations contained herein and in the SEC Reports, and in subscribing for the Units the undersigned is not relying upon any representations other than any contained herein or in the SEC Reports. The undersigned has not been provided any offering materials in connection with the offer and sale of the Units except the Offering Documents. (h) The undersigned understands and acknowledges that the undersigned’s purchase of the Units is a speculative investment that involves a high degree of risk and the potential loss of the undersigned’s entire investment in the Units and has reviewed the “Risk Factors” contained in the SEC Reports. The undersigned is able to bear the loss of the undersigned’s entire investment in the Units. The undersigned further acknowledges that (i) there is currently a limited public market for the Shares and that there are no assurances an active public market for the Shares will ever be developed, and (ii) there is no public market for the Warrants and there is no expectation one will ever be developed. (i) The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth, and an investment in the Units will not cause such overall commitment to become excessive. (j) The undersigned should check the Office of Foreign Assets Control (“OFAC”) website at <h▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇> before making the following representations. The undersigned represents that the amounts invested by it in the Company were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at <h▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇>. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals 1 or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. 1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. (k) To the best of the undersigned’s knowledge, none of: (1) the undersigned; (2) any person controlling or controlled by the undersigned; (3) if the undersigned is a privately-held entity, any person having a beneficial interest in the undersigned; or (4) any person for whom the undersigned is acting as expressly agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representations set forth in the Transaction Documents and, preceding paragraph. The undersigned agrees to promptly notify the Company should the undersigned become aware of any change in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as information set forth in these representations. The undersigned understands and acknowledges that, by law, the Transaction DocumentsCompany may be obligated to “freeze the account” of the undersigned, either by prohibiting additional subscriptions from the undersigned and/or segregating the assets in the account in compliance with governmental regulations. (l) To the best of the undersigned’s knowledge, none of: (1) the undersigned; (2) any person controlling or controlled by the undersigned; (3) if the undersigned is a privately-held entity, any person having a beneficial interest in the undersigned; or (4) any person for whom the undersigned is acting as agent or nominee in connection with this investment is a senior foreign political figure 2, or any immediate family 3 member or close associate 4 of a senior foreign political figure, as such terms are defined in the footnotes below. (m) If the undersigned is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the undersigned receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the undersigned represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate. (n) (For ERISA plans only) The fiduciary of the ERISA plan represents that such fiduciary has been informed of and under

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been taken; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iv) Investor is purchasing the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) Investor acknowledges that the offer and sale of the Securities have not been registered under the 1933 Act or the securities laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents.

Investor’s Representations and Warranties. Investor The undersigned hereby acknowledges, agrees with and represents and warrants to Company that the Company, as of the Closing Date: follows: (ia) The undersigned has full power and authority to enter into this Agreement has been duly and validly authorized and all action on Investor’s part required for Agreement, the execution and delivery of this Agreement and the other Transaction Documents which has been taken; (ii) duly authorized, if applicable, and this Agreement constitutes a valid and legally binding agreement obligation of Investor enforceable the undersigned. (b) The undersigned acknowledges his, her or its understanding that the offering and sale of the Common Stock, the Warrants and the common stock issuable upon exercise of the Warrants are intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the undersigned represents and warrants to the Company as follows: (i) The undersigned realizes that the basis for the exemption from registration may not be available if, notwithstanding the undersigned’s representations contained herein, the undersigned is merely acquiring the Securities for a fixed or determinable period in accordance the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention. (ii) The undersigned is acquiring the Securities solely for the undersigned’s own beneficial account, for investment purposes, and not with its terms; a view to, or resale in connection with, any distribution of the Securities. (iii) The undersigned has the financial ability to bear the economic risk of his, her or its investment, has adequate means for providing for their current needs and contingencies, and has no need for liquidity with respect to the investment in the Company; (iv) The undersigned (together with the undersigned’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Securities. If other than an individual, the undersigned also represents it has not been organized solely for the purpose of acquiring the Shares. (c) The information in the Investor Questionnaire completed and executed by the undersigned (the “Investor Questionnaire”) is true and accurate in all respects, and the undersigned is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D D. (d) The undersigned is not relying on the Company or its affiliates or sub-agents with respect to economic considerations involved in this investment. The undersigned has relied on the advice of, or has consulted with, only his, her or its Advisors. Each Advisor, if any, is capable of evaluating the 1933 Act; merits and risks of an investment in the Securities and each Advisor, if any, has disclosed to the undersigned in writing (iva copy of which is annexed to this Agreement) Investor is purchasing the Note specific details of any and all past, present or future relationships, actual or contemplated, between the Advisor and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities Company or any part thereof pursuant to a affiliate or sub-agent thereof. (e) The undersigned represents, warrants and agrees that he, she or it will not sell or otherwise transfer the Securities without registration under the Securities Act or an available exemption under applicable law; (v) Investor acknowledges therefrom, and fully understands and agrees that the offer and sale undersigned must bear the economic risk of his, her or its purchase because, among other reasons, the Securities have not been registered under the 1933 Securities Act or under the securities laws of any state or other jurisdictionand, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Acttherefore, and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Securities Act and any under the applicable state securities laws of such states, or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and . In particular, the information set forth in the reports filed by Company with the SEC pursuant to undersigned is aware that the Securities Exchange are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act of 1934, as amended (the “1934 ActRule 144”), and has had both the opportunity they may not be sold pursuant to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks Rule 144 unless all of the purchase conditions of Rule 144 are met. The undersigned also understands that, except as otherwise provided in Section 5 hereof, the Company is under no obligation to register the Securities on his, her or its behalf or to assist the undersigned in complying with any exemption from registration under the Securities Act or applicable state securities laws. The undersigned understands that any sales or transfers of the Note Securities are further restricted by state securities laws and the transactions contemplated by provisions of this Agreement; and . (viiif) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any No representations or warranties have been made to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated undersigned by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directorsemployees, membersagents, managerssub-agents, affiliates or subsidiaries, other than any representations of the Company contained herein, and in subscribing for the Securities the undersigned is not relying upon any representations other than those contained herein. (g) The undersigned understands and acknowledges that his, her or its purchase of the Securities is a speculative investment that involves a high degree of risk and the potential loss of the undersigned’s entire investment and, in particular, acknowledges that the Company has a limited operating history and is engaged in a highly competitive business. (h) The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth, and an investment in the Securities will not cause such overall commitment to become excessive. (i) The undersigned understands and agrees that the certificates for the Securities shall bear substantially the following legend until (i) such Securities shall have been registered under the Securities Act and effectively disposed of in accordance with a registration statement that has been declared effective or (ii) in the opinion of counsel for the Company such Securities may be sold without registration under the Securities Act, as well as any applicable “blue sky” or state securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (j) Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved the Securities or passed upon or endorsed the merits of the Offering (k) The undersigned and his, her or its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering of the Securities and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the undersigned and his, her or its Advisors, if any. (l) The undersigned is unaware of, is in no way relying on, and did not become aware of the offering of the Securities through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet, in connection with the offering and sale of the Securities and is not subscribing for the Securities and did not become aware of the offering of the Securities through or as a result of any seminar or meeting to which the undersigned was invited by, or any solicitation of a subscription by, a person not previously known to the undersigned in connection with investments in securities generally. (m) The undersigned has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. (n) The undersigned is not relying on the Company, or any of its employees, agents or representatives other than as set forth sub-agents with respect to the legal, tax, economic and related considerations of an investment in the Transaction DocumentsSecurities, and the undersigned has relied on the advice of, or has consulted with, only his, her or its own Advisors. (o) The undersigned acknowledges that any estimates or forward-looking statements or projections included in the Public Filings (as defined in Section 4(d)) were prepared by the management of the Company in good faith, but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed by the Company or its management and should not be relied upon. (p) No oral or written representations have been made, or oral or written information furnished, to the undersigned or his, her or its Advisors, if any, in connection with the offering of the Securities which are in any way inconsistent with the information contained in the Public Filings. (q) (For ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has been informed of and understands the Company’s investment objectives, policies and strategies, and that the decision to invest “plan assets” (as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require diversification of plan assets and impose other fiduciary responsibilities. The Subscriber or Plan fiduciary (a) is responsible for the decision to invest in the Company; (b) is independent of the Company and any of its affiliates; (c) is qualified to make such investment decision; and (d) in making such decision has not relied primarily on any advice or recommendation of the Company or any of its affiliates. (r) The foregoing representations, warranties and agreements shall survive the Closing.

Investor’s Representations and Warranties. Investor The undersigned hereby acknowledges, agrees with and represents and warrants to Company that Pubco and the Placement Agent and its affiliates, as of the Closing Date: follows: (ia) The undersigned has full power and authority to enter into this Agreement has been duly and validly authorized and all action on Investor’s part required for Agreement, the execution and delivery of this Agreement and the other Transaction Documents which has been taken; (ii) duly authorized, if applicable, and this Agreement constitutes a valid and legally binding agreement obligation of Investor enforceable the undersigned. (b) The undersigned acknowledges his understanding that the offering and sale of the Units is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder ("Regulation D"). In furtherance thereof, the undersigned represents and warrants to Pubco and the Placement Agent and its affiliates as follows: (i) The undersigned realizes that the basis for the exemption from registration may not be available if, notwithstanding the undersigned's representations contained herein, the undersigned is merely acquiring the Units for a fixed or determinable period in accordance the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention. (ii) The undersigned is acquiring the Unit(s) solely for the undersigned's own beneficial account, for investment purposes, and not with its terms; view to, or resale in connection with, any distribution of the shares of Preferred Stock, or shares of Common Stock into which the Preferred Stock is converted and the Warrants are exercised. (iii) The undersigned has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and contingencies, and has no need for liquidity with respect to his investment in Pubco; (iv) The undersigned and the undersigned's attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, "Advisors"), have received the Confidential Private Placement Memorandum, dated April 18, 2005, together with all annexes thereto (as such documents may be amended or supplemented, the "Memorandum"), relating to the private placement by Pubco of the Units, and all other documents requested by the undersigned or his Advisors, if any, have carefully reviewed them and understand the information contained therein, prior to the execution of this Agreement; and (v) The undersigned (together with his Advisors, if any) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Units. If other than an individual, the undersigned also represents it has not been organized for the purpose of acquiring the Units. (c) The information in the Investor Questionnaire completed and executed by the undersigned (the "Investor Questionnaire") is accurate and true in all respects, and the undersigned is an “"accredited investor” ," as that term is defined in Rule 501(a) of Regulation D D. (d) The undersigned (and his Advisors, if any) has been furnished with a copy of the 1933 Act; Memorandum. (ive) Investor The undersigned is purchasing not relying on the Note Placement Agent or its affiliates with respect to economic considerations involved in this investment. The undersigned has relied on the advice of, or has consulted with, only his Advisors. Each Advisor, if any, is capable of evaluating the merits and risks of an investment in the Units as such are described in the Memorandum, and each Advisor, if any, has disclosed to the undersigned in writing (a copy of which is annexed to this Agreement) the specific details of any and all past, present or future relationships, actual or contemplated, between himself and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities Placement Agent or any part thereof pursuant to a affiliate or subsidiary thereof. (f) The undersigned represents, warrants and agrees that he will not sell or otherwise transfer the shares of Preferred Stock and Warrants (including such shares of Common Stock into which the Preferred Stock and Warrants are convertible or exercisable, as appropriate, and collectively with the Preferred Stock and the Warrants, the "Securities") without registration under the Securities Act or an available exemption under applicable law; (v) Investor acknowledges therefrom, and fully understands and agrees that he must bear the offer and sale economic risk of his purchase because, among other reasons, the Securities have not been registered under the 1933 Securities Act or under the securities laws of any state or other jurisdictionand, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Acttherefore, and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Securities Act and any under the applicable state securities laws of such states, or an exemption from such registration is available; . In particular, the undersigned is aware that the Securities are "restricted securities," as such term is defined in Rule 144 promulgated under the Securities Act (vi) Investor has reviewed this Agreement "Rule 144"), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The undersigned also understands that, except as otherwise provided herein, Pubco is under no obligation to register the Securities on his behalf or to assist him in complying with any exemption from registration under the Securities Act or applicable state securities laws. The undersigned understands that any sales or transfers of the Securities are further restricted by state securities laws and the information provisions of this Agreement. (g) No representations or warranties have been made to the undersigned by Pubco, GlobalOptions or the Placement Agent, or any of their respective officers, employees, agents, affiliates or subsidiaries, other than any representations of Pubco or the Placement Agent contained herein and in the Memorandum, and in subscribing for Units the undersigned is not relying upon any representations other than any contained herein or in the Memorandum. (h) The undersigned understands and acknowledges that his purchase of the Units is a speculative investment that involves a high degree of risk and the potential loss of his entire investment and has carefully read and considered the matters set forth in the reports filed by Company with Memorandum and in particular the SEC pursuant matters under the caption "Risk Factors" therein, and, in particular, acknowledges that Pubco is engaged in a highly competitive business. (i) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Units will not cause such overall commitment to become excessive. (j) The undersigned understands and agrees that the certificates for the Securities shall bear substantially the following legend until (i) such securities shall have been registered under the Securities Act and effectively disposed of in accordance with a registration statement that has been declared effective or (ii) in the opinion of counsel for Pubco such securities may be sold without registration under the Securities Act as well as any applicable "blue sky" or state securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (k) Neither the U.S. Securities and Exchange Act of 1934, as amended Commission (the “1934 Act”)"SEC") nor any state securities commission has approved the Units or the Securities, or passed upon or endorsed the merits of the Offering or confirmed the accuracy or determined the adequacy of the Memorandum. The Memorandum has not been reviewed by any Federal, state or other regulatory authority. (l) The undersigned and has his Advisors, if any, have had both the a reasonable opportunity to ask questions of and receive answers from the officers and directors a person or persons acting on behalf of Company Pubco concerning the business offering of the Units and the business, financial condition, results of operations and prospects of Company Pubco, and to obtain any additional information regarding Company and its business and operations, all such questions have been answered to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks full satisfaction of the purchase undersigned and his Advisors, if any. (m) The undersigned is unaware of, is in no way relying on, and did not become aware of the Note offering of the Units through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or over the Internet, in connection with the offering and sale of the Units and is not subscribing for Units and did not become aware of the offering of the Units through or as a result of any seminar or meeting to which the undersigned was invited by, or any solicitation of a subscription by, a person not previously known to the undersigned in connection with investments in securities generally. (n) The undersigned has taken no action which would give rise to any claim by any person for brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby (other than commissions to be paid by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents Pubco to the Placement Agent or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth otherwise described in the Transaction Documents Memorandum) and, in making its decision turn, to enter into the transactions contemplated by the Transaction Documents, Investor be paid to other selected dealers. (o) The undersigned is not relying on Pubco, the Placement Agent or any representationof their respective employees or agents with respect to the legal, warrantytax, covenant economic and related considerations of an investment in the Units, and the undersigned has relied on the advice of, or promise has consulted with, only his own Advisors. (p) The undersigned acknowledges that any estimates or forward-looking statements or projections included in the Memorandum were prepared by the future management of Company Pubco in good faith, but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed by Pubco or its officersmanagement and should not be relied upon. (q) No oral or written representations have been made, directorsor oral or written information furnished, membersto the undersigned or his Advisors, managersif any, employees, agents or representatives other than as set forth in connection with the offering of the Units which are in any way inconsistent with the information contained in the Transaction DocumentsMemorandum. (r) The undersigned's substantive relationship with the Placement Agent or subagent through which the undersigned is subscribing for Units predates the Placement Agent's or such subagent's contact with the undersigned regarding an investment in the Units. (s) The foregoing representations, warranties, and agreements shall survive the Closing.

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) Investor is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the requisite power to enter into and consummate the transactions contemplated by the Transaction Documents to which it is a party and otherwise carry out its obligations hereunder and thereunder; (ii) this Agreement has and the other Transaction Documents to which it is a party have been duly and validly authorized and all action on Investor’s part required for the execution and delivery authorized; (iii) each of this Agreement and the other Transaction Documents has been taken; (ii) this Agreement to which it is a party constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iiiiv) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (ivv) Investor is purchasing acquiring the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own accountaccount and not with a view towards, or for investment purposes only and has no current arrangements or understandings for resale in connection with, the resale public sale or distribution thereof in violation of applicable securities laws, except pursuant to others sales registered or exempted under the 1933 Act; provided, however, by making the representations herein, Investor does not agree, or make any representation or warranty, to hold the Note for any minimum or other specific term and will only resell such Securities reserves the right to dispose of the Note at any time in accordance with or any part thereof pursuant to a registration statement or an available exemption from registration under applicable lawthe 1933 Act; (vvi) Investor acknowledges that does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute the Note in violation of applicable securities laws; (vii) Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of Company and materials relating to the offer and sale of the Securities Note that have been requested by Investor; (viii) Investor and its advisors, if any, have been afforded the opportunity to ask questions of Company; (ix) neither such inquiries nor any other due diligence investigations conducted by Investor or its advisors, if any, or its representatives shall modify, amend or affect Investor’s right to rely on Company’s representations and warranties contained herein; (x) Investor understands that its investment in the Note involves a high degree of risk; (xi) Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Note; and (xii) Investor understands that the Note has not been and is not being registered under the 1933 Act or the any state securities laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares Company will be) offered and sold pursuant to an exemption from registration contained not be obligated in the 1933 Act, and cannot be disposed of unless they are subsequently registered future to register the Note under the 1933 Act or the 1934 Act, or under any state securities laws and that Company has not made or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption from registration under the 1933 Act or any applicable state securities laws for the resale, pledge or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks other transfer of the purchase Note. For purposes of the Note and the transactions contemplated by this Agreement; , “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor governmental entity or any of its officers, directors, employees, agents department or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documentsagency thereof.

Investor’s Representations and Warranties. Investor represents and warrants that: a. Investor has the full right, power and authority to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized and all action on Investor’s part required for the execution and delivery of enter into this Agreement and do all acts required of it hereunder. b. Investor has not entered into any agreement with any third-party in conflict with the other Transaction Documents has been taken; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) promises made to Company hereunder. c. Investor is an not a “accredited investorbroker” as that term is defined in Rule 501(aor “dealer” within the meaning of Section 3(a)(4) of Regulation D of the 1933 Act; (iv) Investor is purchasing the Note and the Warrant (and any Conversion Shares and Warrant Shares) for its own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable law; (v) Investor acknowledges that the offer and sale of the Securities have not been registered under the 1933 Act or the securities laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”) and is not required, nor by entering into this Agreement or performing hereunder shall be required, to register as a broker or dealer under Section 15 of the 1934 Act. d. Investor is properly able to evaluate the proposed business of Company and the inherent risks therein. e. Investor has reviewed with Investor’s own tax advisor(s) and/or attorney(s), to the extent Investor considers it prudent or relevant, the consequences of the Investment and the transaction contemplated by this Agreement and is relying solely on such advisors and not on any statements or representations of Company in connection therewith, other than as provided for herein. Investor understands that Investor, and not Company, shall be solely responsible for Investor’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement f. Without waiver of any of Investor’s rights, Investor is able to bear the substantial economic risks of the Investment and can afford to maintain the Investment for an indefinite period of time without realizing any direct or indirect cash return, and at the present time Investor could afford a complete loss of such investment. g. Investor understands that this is a speculative investment and involves a high degree of risk (as further set forth the Company’s Form C filed with the SEC). Investor has received and reviewed all information Investor considers necessary or appropriate for deciding whether to make the Investment. Investor has had both the an opportunity to ask questions and receive answers from Company, if any, regarding the officers terms and directors conditions of Company concerning the business Investment and operations regarding the business, financial affairs, and other aspects of Company and has further had the opportunity to obtain any additional all information regarding Company and its business and operations, (to the extent Company possesses such information or can acquire it such information without unreasonable effort or expense, ) which it deems necessary to evaluate the investment and to verify the accuracy of such information; (vii) information otherwise provided to Investor. h. Investor possesses sufficient knowledge is fully aware that in agreeing to enter into this Agreement, Company is relying upon the truth and experience accuracy of the representations and warranties of Investor made herein. i. Investor acknowledges that this Investment has not been registered under the Securities Act, or qualified under any applicable blue sky laws in financial reliance, in part, on Investor’s representations, warranties, and business matters agreements herein. Investor further represents, warrants, and agrees that the Company is under no obligation to enable it register or qualify the Investment under the Securities Act or under any state securities law, or to evaluate assist Investor in complying with any exemption from registration and qualification. j. Investor has reviewed and understands all of the merits and risks of the purchase of the Note and the transactions contemplated by this Agreement; and (viii) neither Company nor any of its officers, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees, agents or representatives other than Investment as set forth in the Transaction Documentsthis Agreement.

Investor’s Representations and Warranties. Investor represents makes the following representations and warrants to Company warranties: (a) Investor is a resident of the State of [ ]. (b) Investor has taken all action that is necessary on its part for the execution, delivery and performance of this Agreement and the Warrant Acquisition Agreement as of the Closing Date: date hereof. (ic) Investor is not in violation of any applicable statute, rule or regulation adopted, enacted or promulgated by any government or governmental authority the consequence of which would have an adverse effect on consummation of the transactions contemplated by this Agreement has been duly and validly authorized and all action in accordance with its terms or a material adverse effect on Investor’s part required for the financial condition. (d) Neither execution and delivery of this Agreement by Investor nor consummation of the transactions contemplated hereby will (i) violate any provisions of law applicable to Investor, or (ii) violate, conflict with or result in a breach of or default under any contract, instrument or other agreement to which Investor is a party or any governmental or judicial order or decree applicable to Investor. (e) (i) All documents, records and books of the other Transaction Documents has Company requested by Investor have been takenmade available or delivered to Investor and all questions of Investor relating to this transaction have been answered by the Company; (ii) this Agreement constitutes Investor understands that the Warrant and the shares of Common Stock covered by it (the “Shares”) are a valid and binding agreement speculative investment which involve a high degree of risk of loss by Investor enforceable in accordance with of its termsinvestment therein; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) it has been offered the opportunity to ask questions of Regulation D appropriate officers of the 1933 ActCompany with respect to its business and affairs, and such officers have answered all such questions to its satisfaction; (iv) Investor is purchasing the Note and its purchase of the Warrant (and any Conversion Shares and Warrant Shares) is being made for its Investor’s own account, account for investment purposes only and has with no current arrangements or understandings for the resale or distribution to others and will only resell such Securities or any part thereof pursuant to a registration or an available exemption under applicable lawintention of immediate distribution; (v) Investor acknowledges that has the offer and sale of the Securities have not been registered under the 1933 Act or the securities laws of any state or other jurisdiction, and that the Securities are being (and the Conversion Shares and Warrant Shares will be) offered and sold pursuant to an exemption from registration contained in the 1933 Act, and cannot be disposed of unless they are subsequently registered under the 1933 Act and any applicable state laws or an exemption from such registration is available; (vi) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has had both the opportunity to ask questions and receive answers from the officers and directors of Company concerning the business and operations of Company and to obtain any additional information regarding Company and its business and operations, to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of such information; (vii) Investor possesses sufficient requisite knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of an investment in the purchase Warrant; (vi) it is aware that the Warrant and each of the Note Shares may be a “restricted security” within the meaning of such term under Rule 144 of the Rules of the SEC (“Rule 144”), that the Warrant and the transactions contemplated by this AgreementShares may be subject to the resale restrictions of Rule 144 (unless another exemption is available under the Securities Act of 1933, as amended (the “Securities Act”)), and that, if Investor at any time is deemed to be an affiliate of the Company, the Warrant and the Shares may be subject to the additional resale restrictions under Rule 144 applicable to affiliates; (vii) it is aware that until the Warrant or the Shares may be registered under the Securities Act, it may be unable to liquidate its investment in them despite a need to do so; and (viii) neither Company nor it is aware that the Warrant and the Shares may bear a legend conditioning the transfer of them upon the receipt of a satisfactory opinion to the effect that any proposed transfer of its officersthem is exempt from registration under the Securities Act, directors, stockholders, employees, agents or representatives has made any representations or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, like. (f) Investor is not relying on any representation, warranty, covenant or promise an accredited investor under Rule 501(a) of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in Regulation D under the Transaction DocumentsSecurities Act of 1933 (the “Act”).