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 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 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: “THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. PURSUANT TO TREASURY REGULATION SECTION 1.1275-3, A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, AND YIELD TO MATURITY FOR THIS NOTE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE BORROWER AT THE FOLLOWING ADDRESS: 000 XXXXXXX XXXXXX, XXXXX 0000, XXX XXXXXXXXX, XXXXXXXXXX 00000.” 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) 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: “THIS INTEREST HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THIS INTEREST IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.” 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) 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: “THIS INTEREST HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THIS INTEREST IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.” 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; 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 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 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, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies; 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 has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Note, and has so evaluated the merits and risks of such investment and Investor is able to bear the economic risk of an investment in the Note and, at the present time, is able to afford a complete loss of such investment; (v) Investor is not purchasing the Note and as a result of any advertisement, article, notice or other communication regarding the Warrant Note 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; (and any Conversion Shares and Warrant Sharesvi) Investor is acquiring the Note for its own account, for investment purposes only and has no current arrangements not with a view towards, or understandings for resale in connection with, the resale public sale or distribution thereof, (vii) Investor understands that the Note being offered and sold to others it in reliance on specific exemptions from the registration requirements of United States federal and will only resell state securities laws and that the Company is relying in part upon the truth and accuracy of, and Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Investor set forth herein in order to determine the availability of such Securities or any part thereof pursuant exemptions and the eligibility of Investor to a registration or an available exemption under applicable lawacquire such securities; (vviii) Investor acknowledges that it has had the offer opportunity to review this Agreement and sale the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. Investor is relying solely on such counsel and advisors and not on any statements or representations of the Securities have not been registered under Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the 1933 Act transactions contemplated by this Agreement or the securities laws of any state jurisdiction; (ix) the execution, delivery and performance of the Transaction Documents by Investor, does not and will not conflict with or violate any provision of the Investor’s articles of incorporation, bylaws or other jurisdictionorganizational or charter documents or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Investor is subject (including federal and that the Securities are being (state securities laws 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 availableregulations); (vix) Investor has reviewed this Agreement and the information set forth in the reports filed by Company with had an opportunity to review copies of the SEC pursuant to Reports (as defined in Section 3 below) filed on behalf of the Securities Exchange Act of 1934, as amended (the “1934 Act”), Company and has had both the opportunity access 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 all publicly available information regarding Company and its business and operations, with respect to the extent Company possesses such information or can acquire it without unreasonable effort or expense, necessary Company; Investor’s trading activities with respect 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 shares of the purchase of the Note Common Stock will be in compliance with all applicable state and federal securities laws, rules and regulations and the transactions contemplated by this Agreementrule and regulations of FINRA and the market on which the Common Stock is listed or quoted; and (viiixi) neither during the period beginning on the Closing Date and ending on the date the Note has been repaid in full or sold by Investor to a third party that is not an affiliate of Investor, Investor will not directly or through an affiliate engage in any open market Short Sales (as defined below) of the Common Stock (as defined below); provided; however, that unless and until Company nor any has affirmatively demonstrated by the use of specific evidence that Investor is engaging in open market Short Sales, Investor shall be assumed to be in compliance with the provisions of this Section and Company shall remain fully obligated to fulfill all of its officersobligations under the Transaction Documents; and provided, directorsfurther, stockholders, employees, agents that (A) Company shall be entitled to request or representatives has made demand that Investor either (1) provide trading or other records of Investor or of any representations party or warranties to (2) affirmatively demonstrate that Investor or any other party has not engaged in any such Short Sales in breach of these provisions as a condition to Company’s fulfillment 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 obligations under any of the Transaction Documents, (B) Company shall not assert Investor’s or any other party’s failure to demonstrate such absence of such Short Sales or provide any trading or other records of Investor is not relying on or any representation, warranty, covenant other party as all or promise part of Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in a defense to any breach of Company’s obligations under any of the Transaction Documents, and (C) Company shall have no setoff right with respect to any such Short Sales. Notwithstanding the foregoing, the Company shall be entitled to request and Investor shall provide copies of its trading records while continuing its obligations under this Agreement unless and until and actual breach is discovered and furthermore that the Company shall be able to asset a defense based on a breach of this provision if the trading records indicate a breach. As used herein, “Short Sale” has the meaning provided in Rule 3b-3 under the 1934 Act (as defined below). This section 2 shall survive the termination of this Agreement.

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. 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 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 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: “THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. PURSUANT TO TREASURY REGULATION SECTION 1.1275-3, A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, AND YIELD TO MATURITY FOR THIS NOTE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE BORROWER AT THE FOLLOWING ADDRESS: 000 XXXXXXX XXXXXX, XXXXX 0000, XXX XXXXXXXXX, XXXXXXXXXX 00000.” 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) 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 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 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: “THIS INTEREST HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THIS INTEREST IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.” 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) 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 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 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: “THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. PURSUANT TO TREASURY REGULATION SECTION 1.1275-3, A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, AND YIELD TO MATURITY FOR THIS NOTE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE BORROWER AT THE FOLLOWING ADDRESS: 000 XXXXXXX XXXXXX, XXXXX 0000, XXX XXXXXXXXX, XXXXXXXXXX 00000.” 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 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. 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 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.