Common use of REPRESENTATIONS AND WARRANTIES OF PURCHASERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser represents and warrants to the Company, only with respect to itself, as follows: (a) Purchaser is an “accredited investor” as defined by Rule 501 under the Securities Act. Purchaser is capable of evaluating the merits and risks of its investment in the Securities and has the ability and capacity to protect its interests. (b) Purchaser understands that the Securities have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act in reliance upon an exemption in reliance on Section 4(a)(2) of the Securities Act. (c) Purchaser understands and acknowledges that the Company has previously received aggregate purchases in excess of the Minimum Offering Amount and that the Company will receive the Purchase Price directly from the Purchaser and that the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. (d) Purchaser acknowledges that Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect thereto. (e) Purchaser is purchasing the Securities for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (f) Purchaser has all requisite legal and other power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Purchaser, enforceable in accordance with its terms, except: (i) as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (g) There are no actions, suits, proceedings or investigations pending against Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby. (h) The execution, delivery and performance of and compliance with this Agreement and the issuance of the Securities to Purchaser will not result in any violation of, or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Purchaser is a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by Purchaser. (i) Purchaser is aware that the Securities will be (unless registered by the Company), when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Securities Act, and may not be offered, sold or transferred except pursuant to an effective registration statement or an exemption from registration under the Securities Act. (j) Purchaser understands that the Securities shall bear the following legend or one substantially similar thereto, which Purchaser has read and understands: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES . (k) Any sales, transfers, or other dispositions of the Securities by Purchaser, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (l) Purchaser further represents that the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is purchasing the Securities for Purchaser’s own account and not, in whole or in part, for the account of any other person; and that Purchaser has not formed any entity, and is not an entity formed, for the purpose of purchasing the Securities. (m) Purchaser represents and warrants that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement. (n) Purchaser is aware of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to purchase the Securities. Purchaser is proceeding on the assumption that there exists material, non-public information concerning the Company and its direct and indirect Subsidiaries which is not or may not be known to the Purchaser and that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with the purchase of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on any disclosure or non- disclosure made or not made, or the completeness thereof, in connection with or arising out of its purchase of the Securities; (iii) Purchaser has no claims against the Company with respect to the foregoing and if any such claim may exist, Purchaser, recognizing its disclaimer of reliance and the Company’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against the Company or any of the Company’s affiliates, directors, officers, employees, agents, advisors and shareholders; (iv) the Company shall not have any liability; and (v) Purchaser waives and releases any claim that it might have against the Company or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of any material, non-public information concerning the Company and its direct and indirect Subsidiaries.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser severally represents and warrants to the Company, only with respect to itself, as follows: Company that: (a) Purchaser is an “accredited investor” it has full power and authority to enter into and perform this Agreement in accordance with its terms, and it was not organized for the specific purpose of acquiring the Notes, (b) it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as defined by Rule 501 under to be able to evaluate the Securities Act. Purchaser is capable of evaluating the risks and merits and risks of its investment in the Securities Company and has it is able financially to bear the ability and capacity to protect its interests. (b) Purchaser understands that the Securities have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act in reliance upon an exemption in reliance on Section 4(a)(2) of the Securities Act. risks thereof, (c) Purchaser understands and acknowledges that it has made an investigation of the Company and its business as it has previously received aggregate purchases in excess deemed necessary, has had an opportunity to discuss and review the Company’s business, management and financial affairs with the Company’s management as it has deemed necessary and all questions it has posed to management have been answered to its satisfaction (the foregoing, however, does not limit or modify the representations and warranties of the Minimum Offering Amount Company in Article IV of this Agreement or the right of the Purchasers to rely on such representations and that the Company will receive the Purchase Price directly from the Purchaser and that the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. warranties), (d) Purchaser acknowledges that Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable the Notes being purchased by it are being acquired for its own account for the purpose of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect thereto. (e) Purchaser is purchasing the Securities for investment purposes and not with a view to or for sale in connection with any distribution or resalethereof, nor with (e) it understands that (i) the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions of Notes have not been registered under the Securities Act, by reason of their issuance in a transaction exempt from the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in registration requirements of the Securities Act pursuant to Rule 506 promulgated under the Securities Act, (ii) the Notes must be held indefinitely unless a subsequent disposition thereof is not registered under the Securities Act or is exempt from such registration, (iii) the Notes will bear a liquid investment. legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; (f) Purchaser has all requisite legal and other power and authority to execute and deliver this Agreement has been duly executed and to carry out delivered by it and perform its obligations under constitutes the terms of this Agreement. This Agreement constitutes a legal, valid and legally binding obligation of Purchaserit, enforceable in accordance with its terms, except: (i) as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws the terms of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating the Agreement subject to the availability of specific performance, injunctive relief or other equitable remedies. Enforceability Exceptions; and (g) There are no actions, suits, proceedings or investigations pending against Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby. (h) The execution, delivery and performance of and compliance with this Agreement and the issuance of the Securities to Purchaser will not result in any violation of, or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Purchaser is a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by Purchaser. (i) Purchaser is aware that the Securities will be (unless registered by the Company), when issued, an “restricted securitiesaccredited investor” as that term is defined in Rule 144 of the general rules and regulations 501 promulgated under the Securities Act. No Purchaser nor, and may not be offeredto the extent it has them, sold any of its shareholders, members, managers, general or transferred except pursuant to an effective registration statement limited partners, directors, affiliates or an exemption from registration under the Securities Act. (j) Purchaser understands that the Securities shall bear the following legend or one substantially similar thereto, which Purchaser has read and understands: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES . (k) Any sales, transfers, or other dispositions of the Securities by Purchaser, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (l) Purchaser further represents that the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is purchasing the Securities for Purchaser’s own account and not, in whole or in part, for the account of any other person; and that Purchaser has not formed any entity, and is not an entity formed, for the purpose of purchasing the Securities. (m) Purchaser represents and warrants that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled executive officers are subject to any compensation in connection with the transactions contemplated Disqualification Event, except for a Disqualification Event covered by this Agreement. Rule 506(d)(2) or (n) Purchaser is aware of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to purchase the Securitiesd)(3). Purchaser is proceeding on the assumption that there exists material, non-public information concerning the Company and its direct and indirect Subsidiaries which is not or may not be known to the Purchaser and that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with Neither the purchase of the Securities and expressly warrants and represents that (i) Notes by, nor the issuance of securities upon conversion of the Notes to, the Purchaser will subject the Company has not made and Purchaser disclaims the existence of or its reliance on, to any representation by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on any disclosure or non- disclosure made or not made, or the completeness thereof, in connection with or arising out of its purchase of the Securities; (iii) Purchaser has no claims against the Company with respect to the foregoing and if any such claim may exist, Purchaser, recognizing its disclaimer of reliance and the Company’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against the Company or any of the Company’s affiliates, directors, officers, employees, agents, advisors and shareholders; (iv) the Company shall not have any liability; and (v) Purchaser waives and releases any claim that it might have against the Company or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of any material, non-public information concerning the Company and its direct and indirect SubsidiariesDisqualification Event.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser Purchaser, severally and not jointly, hereby represents and warrants to to, and agrees with, the Company, only with respect to itselfCompany as of the date such Purchaser executes this Subscription Agreement, as follows: (a) (i) Such Purchaser is has received and has read and fully understands this Subscription Agreement. (ii) Such Purchaser acknowledges and understands that an “accredited investor” as defined by Rule 501 under the Securities Act. Purchaser is capable of evaluating the merits and risks of its investment in the Securities Company will involve substantial risks. Such Purchaser or its advisor(s) has had a reasonable opportunity to ask questions of and has receive answers from a Person or Persons acting on behalf of the ability Company concerning the Company and capacity the Offering and all such questions have been answered to protect its intereststhe full satisfaction of such Purchaser. (biii) Purchaser understands that the Securities No oral or written representations have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act made other than as stated in reliance upon an exemption in reliance on Section 4(a)(2) of the Securities Actthis Subscription Agreement. (civ) Purchaser understands and acknowledges that the Company has previously received aggregate purchases in excess of the Minimum Offering Amount and that the Company will receive the Purchase Price directly from the Purchaser and that the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. (d) Purchaser acknowledges that Such Purchaser has such knowledge and experience in financial financial, tax and business matters that Purchaser is capable of evaluating so as to enable it to utilize the information made available to it in connection with the Offering, to evaluate the merits and risks of an investment in the Securities Shares and of making to make an informed investment decision with respect thereto; such Purchaser acknowledges that there is a significant risk of loss of all or a portion of such Purchaser’s investment in the Shares. (ev) Such Purchaser is purchasing not subscribing for the Shares pursuant to a general solicitation or general advertisement by the Company. (vi) The Shares are “restricted securities” as defined in Rule 144 under the Securities Act and have not been registered under the Securities Act or any state securities laws. The Shares are highly illiquid. Until the Registration Statement (as hereinafter defined) is declared effective, the Shares will not be registered under the Securities Act or any state securities laws and, thus, will not be freely tradable or eligible for investment purposes and not with a view to distribution or resale, nor with unless an exemption from the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions registration requirements of the Securities Act, including Rule 144, is available. No Purchaser will be able to rely on Rule 144 to sell the rules and regulations promulgated by Shares unless the Commission thereundersale complies with the conditions of that rule, and applicable state securities laws; and that an investment including satisfaction of such Purchaser’s holding period. An active public market for the Company’s Common Stock may not develop or be sustained. In addition, the number of unrestricted shares of the Company in the Securities is not public float may represent only a liquid investmentsmall percentage of the shares of Common Stock outstanding. (fb) Such Purchaser is an “accredited investor” within the meaning of Rule 501(d), as promulgated under the Securities Act because (i) such Purchaser is an organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000, or (ii) because such Purchaser is an entity in which all of the equity owners are accredited investors. (c) Such Purchaser’s overall commitment to investments which are not readily marketable is not excessive in relation to its net worth. (A) Such Purchaser has all requisite legal and other power and authority to execute and deliver this Subscription Agreement, (B) the execution and delivery by such Purchaser of this Subscription Agreement and to carry out and perform the performance by it of its obligations under the terms hereunder have been duly authorized by all necessary action of such Purchaser, (C) this Agreement. This Subscription Agreement has been duly and validly executed and delivered by such Purchaser and constitutes a legal, valid and legally binding obligation obligations of such Purchaser, and (D) this Subscription Agreement is enforceable against each Purchaser in accordance with its terms, except: (i) subject as may be limited by general equitable principles and to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium and other reorganization or similar laws of general application affecting generally the enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability relief of specific performance, injunctive relief or other equitable remediesdebtors. (ge) There are no actions, suits, proceedings or investigations pending against Such Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby. (h) The execution, delivery and performance of and compliance with this Agreement and the issuance of the Securities to Purchaser will not result in any violation of, or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Purchaser is a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by Purchaser.acknowledges: (i) Such Purchaser is aware that consents to the Securities will be (unless registered by the Company), when issued, “restricted securities” as that term is defined in Rule 144 placement of the general rules and regulations under the Securities Act, and may not be offered, sold or transferred except pursuant to an effective registration statement or an exemption from registration under the Securities Act. (j) Purchaser understands that the Securities shall bear the following legend on any certificate or one substantially similar thereto, which Purchaser has read and understandsother document evidencing its portion of the Shares: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS [NOT] THESE SHARES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, OR THE SECURITIES LAWS OF ANY STATE AND HAVE BEEN SOLD IN RELIANCE UPON EXEMPTIONS THEREFROM. THESE SECURITIES MAY NOT BE OFFERED PLEDGED, HYPOTHECATED, SOLD OR SOLD EXCEPT PURSUANT TO OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES EXEMPTION THEREFROM. (kii) Any salesThe representations, transfers, or other dispositions of the Securities by Purchaser, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (l) Purchaser further represents that the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is purchasing the Securities for Purchaser’s own account and not, in whole or in part, for the account of any other person; and that Purchaser has not formed any entitywarranties, and is not an entity formed, for agreements of such Purchaser contained herein shall survive the purpose execution and delivery of purchasing the Securities. (m) Purchaser represents this Subscription Agreement and warrants that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement. (n) Purchaser is aware of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to purchase the Securities. Purchaser is proceeding on the assumption that there exists material, non-public information concerning the Company and its direct and indirect Subsidiaries which is not or may not be known to the Purchaser and that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with the purchase of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation by the Company concerning the Company or the SecuritiesShares; (ii) Purchaser is not relying on any disclosure or non- disclosure made or not made, or the completeness thereof, in connection with or arising out of its purchase of the Securities; and (iii) Purchaser has no claims against Except as set forth in this paragraph, following the Company with respect to Closing, the foregoing and if Purchasers may transfer any such claim may exist, Purchaser, recognizing its disclaimer of reliance and the Company’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against the Company or any portion of the Company’s affiliatesShares at any time and from time to time without restriction. In connection with any transfer or attempted transfer of Shares pursuant to an exemption from the registration requirements of the Act, directors, officers, employees, agents, advisors and shareholders; (iv) the Company shall not have any liability; and (v) Purchaser waives and releases any claim that it might have against be permitted to require in its sole discretion an opinion of counsel reasonably satisfactory to the Company that such transfer is exempt from registration, provided, that any Purchaser may transfer all or any portion of its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure respective portion of the Shares to Purchaser of any material, non-public information concerning the Company and its direct and indirect Subsidiariesaffiliates without restriction.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser Purchaser, severally and not jointly, hereby represents and warrants to the Company, only with respect to itself, as followsCompany that: (a) 4.1 Such Purchaser is an “accredited investor” as that term is defined by in Rule 501 of Regulation D promulgated under the Securities Act. Purchaser is capable of evaluating the merits and risks of its investment in the Securities and has the ability and capacity to protect its interests. (b) Purchaser understands that the Securities have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act in reliance upon an exemption in reliance on Section 4(a)(2) of the Securities Act. (c) 4.2 The Shares are being acquired by such Purchaser understands and acknowledges that the Company has previously received aggregate purchases in excess of the Minimum Offering Amount and that the Company will receive the Purchase Price directly from the Purchaser and that the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. (d) Purchaser acknowledges that Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect thereto. (e) Purchaser is purchasing the Securities for its own account, only for investment purposes and not with a view to to, or for resale in connection with, any public distribution or resale, nor with public offering thereof within the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions meaning of the Securities Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (f) Purchaser 4.3 Such purchaser, to the extent applicable, has been duly organized or formed and is validly existing and in good standing under the laws of its jurisdiction of organization or formation and has all requisite legal and other necessary power and authority to execute and deliver enter into this Agreement and to carry out consummate the transactions contemplated hereby. 4.4 All action necessary to be taken by such Purchaser to authorize the execution, delivery and perform its obligations under the terms performance of this AgreementAgreement and all other agreements and instruments delivered by such Purchaser in connection with the transactions contemplated hereby and thereby has been duly and validly taken. This Agreement has been duly executed and delivered by such Purchaser. This Agreement constitutes a valid the valid, binding and legally binding enforceable obligation of such Purchaser, enforceable in accordance with its terms, except: (i) except as enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other or similar laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to general principles of equity. The purchase by such Purchaser of the availability Shares does not conflict with the organizational documents of specific performance, injunctive relief or other equitable remedies. (g) There are no actions, suits, proceedings or investigations pending against such Purchaser or Purchaser’s assets before with any court material contract under which such Purchaser or governmental agency (nor, to Purchaser’s knowledge, its property is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby. (h) The execution, delivery and performance of and compliance with this Agreement and the issuance of the Securities to Purchaser will not result in any violation of, or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicablebound, or any agreement to which Purchaser is a party laws or by which it is boundregulations or decree, nor result in the creation ruling or judgment of any mortgage, pledge, lien, encumbrance court applicable to such Purchaser or charge against any its property. 4.5 Such Purchaser understands and acknowledges that the offering of the assets or properties of Purchaser or the Securities purchased by Purchaser. (i) Purchaser is aware that the Securities Shares pursuant to this Agreement will not be (unless registered by the Company), when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Securities Act, Act on the grounds that the offering and may not be offered, sold or transferred except pursuant to an effective registration statement or an exemption sale of the Shares is exempt from registration under the Securities Act. (jAct pursuant to Section 4(a)(2) thereof and exempt from registration pursuant to applicable state securities or blue sky laws, and that the Company’s reliance upon such exemptions is predicated upon such Purchaser’s representations and warranties set forth in this Agreement. Such Purchaser understands and acknowledges that the Securities shall bear the following legend or one substantially similar thereto, which Purchaser has read and understands: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES . (k) Any sales, transfers, or other dispositions of the Securities by Purchaser, if any, Shares will be made in compliance with characterized as “restricted securities” under the Securities Act and all applicable rules such laws and regulations promulgated thereundermay not be sold unless the Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available. 4.6 Such Purchaser (la) Purchaser further represents that is sufficiently experienced in financial and business matters to be capable of evaluating the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is merits and risks involved in purchasing the Securities for Shares and to make an informed decision relating thereto, (b) has the ability to bear the economic risk of such Purchaser’s own account prospective investment in the Shares and not(c) has not been offered the Shares by any form of advertisement, article, notice or other communication published in whole any newspaper, magazine, or in partsimilar medium; or broadcast over television or radio; or any seminar or meeting whose attendees have been invited by any such medium. 4.7 Such Purchaser has a substantive, for pre-existing relationship with the account Company. Such Purchaser (a) was not identified or contacted through the marketing of any other person; the IPO and that (b) did not independently contact the Company as a result of the general solicitation by means of the Registration Statement. 4.8 Such Purchaser has not formed incurred any entity, and is not an entity formed, liability for the purpose of purchasing the Securities. (m) Purchaser represents and warrants that no any finder, broker, agent, financial advisor ’s fees or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation similar payments in connection with the transactions contemplated herein contemplated. 4.9 Such Purchaser will have available at the closing sufficient funds to acquire the Shares to be purchased by such Purchaser pursuant to this Agreement. 4.10 Such Purchaser has delivered a completed and executed IRS Form W-9 or applicable IRS Form W-8 and will complete, execute and deliver such additional documentation related to tax withholding or tax filings as the Company may request from time to time. Such Purchaser confirms that such IRS Form W-9 or applicable IRS Form W-8 is true, correct and complete in all respects. 4.11 The amounts to be paid by such Purchaser to the Company in respect of the Purchase Price are not, and will not be, directly, or to such Purchaser’s knowledge indirectly, derived from activities that may contravene federal, state or foreign laws and regulations, including anti money laundering and terrorist financing laws and regulations, and, to the best of such Purchaser’s knowledge, neither (na) such Purchaser, nor (b) any person or entity for which such Purchaser is aware of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to purchase the Securities. Purchaser is proceeding on the assumption that there exists material, non-public information concerning the Company and its direct and indirect Subsidiaries which is not acting as agent or may not be known to the Purchaser and that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with the purchase of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on any disclosure or non- disclosure made or not made, or the completeness thereof, nominee in connection with this Agreement is located in a country or arising out territory, or is an individual or entity named on any list administered by the U.S. Treasury Department’s Office of its purchase of the Securities; Foreign Assets Control (iii“OFAC”), nor is any such person or entity prohibited (nor will they be prohibited) Purchaser has no claims against from investing in the Company under any OFAC administered sanctions or embargo programs. The Company reserves the right to request such information as is necessary to verify the identity of such Purchaser or any individual or entity having signatory or other similar authority over such Purchaser with respect to this Agreement and the transactions contemplated hereby, and may seek to verify such identity and the source of funds for the Purchase Price. 4.12 Concurrently with entering into this Agreement, such Purchaser will enter into a customary 180-day underwriters’ lock-up agreement with respect to the foregoing and if any such claim may exist, Purchaser, recognizing its disclaimer Shares consistent with the form of reliance and the Company’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against lock-up agreement affiliates of the Company or any of are required to enter into in connection with the Company’s affiliates, directors, officers, employees, agents, advisors and shareholders; (iv) the Company shall not have any liability; and (v) Purchaser waives and releases any claim that it might have against the Company or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of any material, non-public information concerning the Company and its direct and indirect SubsidiariesIPO.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser severally represents and warrants to the Company, only with respect to itself, as followsCompany that: (a) Purchaser he, she or it has full power and authority to enter into and perform this Agreement in accordance with its terms, and, if it is an “accredited investor” not a natural person, it was not organized for the specific purpose of acquiring the Notes or the Warrants; (b) he, she or it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as defined by Rule 501 under to be able to evaluate the Securities Act. Purchaser is capable of evaluating the risks and merits and risks of its investment in the Securities Company and has it is able financially to bear the ability and capacity to protect its interests. (b) Purchaser understands that the Securities have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act in reliance upon an exemption in reliance on Section 4(a)(2) of the Securities Act.risks thereof; (c) Purchaser understands and acknowledges that he, she or it has made an investigation of the Company and its business as it deemed necessary and has previously received aggregate purchases in excess of had an opportunity to discuss and review the Minimum Offering Amount Company’s business, management and that financial affairs with the Company will receive the Purchase Price directly from the Purchaser and that the Purchase Price SHALL NOT BE SUBJECT TO ESCROW.Company’s management as it deemed necessary; (d) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants), as applicable, being purchased by such Purchaser acknowledges that Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable are being acquired for the Purchaser’s own account for the purpose of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect thereto. (e) Purchaser is purchasing the Securities for investment purposes and not with a view to or for sale in connection with any distribution thereof; (e) he, she or resaleit understands that (i) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, nor with as the intention case may be, to be issued upon conversion of selling, transferring or otherwise disposing the Notes) and the Warrants (including the Warrant Shares issued upon exercise of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing Warrants) have not been registered under the Securities Act by reason of their issuance in compliance with all applicable provisions a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 504, 505 or 506 promulgated under the Securities Act, (ii) the rules Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in Warrants (including the Warrant Shares issued upon exercise of the Warrants) must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is not exempt from such registration, (iii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) will bear a liquid investment.legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; (f) Purchaser has all requisite legal and other power and authority to execute and deliver this Agreement has been duly executed and to carry out delivered by such Purchaser and perform its obligations under constitutes the terms of this Agreement. This Agreement constitutes a legal, valid and legally binding obligation of such Purchaser, enforceable in accordance with its terms, except: (i) as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws the terms of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.Agreement; and (g) There are no actionshe, suits, proceedings she or investigations pending against Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby. (h) The execution, delivery and performance of and compliance with this Agreement and the issuance of the Securities to Purchaser will not result in any violation of, or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Purchaser is a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by Purchaser. (i) Purchaser is aware that the Securities will be (unless registered by the Company), when issued, “restricted securities” an Accredited Investor as that term is defined in Rule 144 of the general rules and regulations under the Securities Act, and may not be offered, sold or transferred except pursuant to an effective registration statement or an exemption from registration 501(a) promulgated under the Securities Act. (j) Purchaser understands that the Securities shall bear the following legend or one substantially similar thereto, which Purchaser has read and understands: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES . (k) Any sales, transfers, or other dispositions of the Securities by Purchaser, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (l) Purchaser further represents that the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is purchasing the Securities for Purchaser’s own account and not, in whole or in part, for the account of any other person; and that Purchaser has not formed any entity, and is not an entity formed, for the purpose of purchasing the Securities. (m) Purchaser represents and warrants that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement. (n) Purchaser is aware of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to purchase the Securities. Purchaser is proceeding on the assumption that there exists material, non-public information concerning the Company and its direct and indirect Subsidiaries which is not or may not be known to the Purchaser and that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with the purchase of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on any disclosure or non- disclosure made or not made, or the completeness thereof, in connection with or arising out of its purchase of the Securities; (iii) Purchaser has no claims against the Company with respect to the foregoing and if any such claim may exist, Purchaser, recognizing its disclaimer of reliance and the Company’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against the Company or any of the Company’s affiliates, directors, officers, employees, agents, advisors and shareholders; (iv) the Company shall not have any liability; and (v) Purchaser waives and releases any claim that it might have against the Company or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of any material, non-public information concerning the Company and its direct and indirect Subsidiaries.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each By signing this Agreement, each undersigned Purchaser hereby represents and warrants to the Company as follows as an inducement to the Company to accept the subscription of the Purchaser: (A) The Purchaser acknowledges and agrees that (i) the offering and sale of the Securities are intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, (ii) the Securities have not been registered under the Securities Act and (iii) that the Company has represented to the Purchaser (assuming the veracity of the representations of the Purchaser made herein that the Securities have been offered and sold by the Company in reliance upon an exemption from registration provided in Section 4(2) of the Securities Act and Regulation D thereunder. In accordance therewith and in furtherance thereof, the Purchaser represents and warrants to and agrees with the Company, only with respect to itself, as follows: (a) Purchaser Company that it is an “accredited investor” investor (as defined by in Rule 501 promulgated under the Securities Act. Purchaser is capable ) for the reason indicated in Article I of evaluating the merits and risks of its investment in the Securities and has the ability and capacity to protect its intereststhis Subscription Agreement. (bB) The Purchaser hereby represents and warrants that the Purchaser is acquiring the Securities hereunder for its own account for investment and not with a view to distribution, and with no present intention of distributing the Securities or selling the Securities for distribution. The Purchaser understands that the Securities are being sold to the Purchaser in a transaction which is exempt from the registration requirements of the Securities Act. Accordingly, the Purchaser acknowledges that it has been advised that the Securities have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act and are being sold by the Company in reliance upon an the veracity of the Purchaser’s representations contained herein and upon the exemption in reliance on Section 4(a)(2) from the registration requirements provided by the Securities Act and the securities laws of all applicable states. The Purchaser’s acquisition of the Securities Actshall constitute a confirmation of the foregoing representation and warranty and understanding thereof. (cC) The Purchaser understands and acknowledges that the Company has previously received aggregate purchases in excess of the Minimum Offering Amount and that the Company will receive the Purchase Price directly from the (or its “Purchaser and that the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. (dRepresentative”, if any) Purchaser acknowledges that Purchaser has such knowledge and experience in financial and business matters as is required for evaluating the merits and risks of making this investment, and the Purchaser or its Purchaser Representative(s) has received such information requested by the Purchaser concerning the business, management and financial affairs of the Company in order to evaluate the merits and risks of making this investment. Further, the Purchaser acknowledges that the Purchaser has had the opportunity to ask questions of, and receive answers from, the officers of the Company concerning the terms and conditions of this investment and to obtain information relating to the organization, operation and business of the Company and of the Company’s contracts, agreements and obligations or needed to verify the accuracy of any information contained herein or any other information about the Company. Except as set forth in this Agreement, no representation or warranty is made by the Company to induce the Purchaser to make this investment, and any representation or warranty not made herein or therein is specifically disclaimed and no information furnished to the Purchaser or the Purchaser’s advisor(s) in connection with the sale were in any way inconsistent with the information stated herein. The Purchaser further understands and acknowledges that no person has been authorized by the Company to make any representations or warranties concerning the Company, including as to the accuracy or completeness of the information contained in this Agreement. (D) The Purchaser is capable making the foregoing representations and warranties with the intent that they may be relied upon by the Company in determining the suitability of evaluating the sale of the Securities to the Purchaser for purposes of federal and state securities laws. Accordingly, each Purchaser represents and warrants that the information stated herein is true, accurate and complete, and agrees to notify and supply corrective information promptly to the Company as provided above if any of such information becomes inaccurate or incomplete. The Purchaser has completed this Agreement and Questionnaire, has delivered it herewith and represents and warrants that it is accurate and true in all respects and that it accurately and completely sets forth the financial condition of the Purchaser on the date hereof. The Purchaser has no reason to expect there will be any material adverse change in its financial condition and will advise the Company of any such changes occurring prior to the closing or termination of the Offering. (E) The Purchaser is not subscribing for any of the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with investments in Securities generally. (F) The Purchaser has received or obtained access to certain information regarding the Company, including this Agreement, the SEC Reports and other accompanying documents of the Company receipt of which is hereby acknowledged. The Purchaser has carefully reviewed all information provided to it and has carefully evaluated and understands the risks described therein related to the Company and an investment in the Company, and understands and has relied only on the information provided to it in writing by the Company relating to this investment. No agent prepared any of the information to be delivered to prospective investors in connection with this transaction. Prospective investors are advised to conduct their own review of the business, properties and affairs of the Company before subscribing to purchase the Securities. (G) The Purchaser also understands and agrees that, although the Company will use its best efforts to keep the information provided in this Agreement strictly confidential, the Company or its counsel may present this Agreement and the information provided in answer to it to such parties as they may deem advisable if called upon to establish the availability under any federal or state securities laws of an exemption from registration of the private placement or if the contents thereof are relevant to any issue in any action, suit or proceeding to which the Company or its affiliates is a party, or by which they are or may be bound or as otherwise required by law or regulatory authority. (H) The individual signing below on behalf of any entity hereby warrants and represents that he/she is authorized to execute this Agreement on behalf of such entity. If an individual, the Purchaser has reached the age of majority in the state in which the Purchaser resides. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action, if any, in respect thereof on the part of Purchasers and no other proceedings on the part of Purchasers are necessary to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchasers and constitutes a valid and binding obligation of Purchasers, enforceable against Purchasers in accordance with its terms (subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (whether applied in a proceeding in equity or at law)). (I) The Purchaser is aware that the offering of the Securities involves securities for which only a limited trading market exists, thereby requiring any investment to be maintained for an indefinite period of time. The purchase of the Securities involves risks which the Purchaser has evaluated, and the Purchaser is able to bear the economic risk of the purchase of such Securities and the loss of its entire investment. The undersigned is able to bear the substantial economic risk of the investment for an indefinite period of time, has no need for liquidity in such investment and can afford a complete loss of such investment. The Purchaser’s overall commitment to investments that are not readily marketable is not, and his acquisition of the Securities will not cause such overall commitment to become, disproportionate to his net worth and the Purchaser has adequate means of providing for its current needs and contingencies. (J) The Purchaser acknowledges and agrees that there is no “minimum” offering amount for the Securities offered hereby. The Purchaser acknowledges and agrees that funds may be immediately released to the Company. (K) In entering into this Agreement and in purchasing the Securities, the Purchaser further acknowledges that: (i) The Company has informed the Purchaser that the Securities have not been offered for sale by means of general advertising or solicitation and the Purchaser acknowledges that it has either a pre-existing personal or business relationship with either the Company or any of its officers, directors or controlling person, of a nature and duration such as would enable a reasonable prudent investor to be aware of the character, business acumen, and general business and financial circumstances of the Company and an investment in the Securities. (ii) Neither the Securities nor any interest therein may be resold by the Purchaser in the absence of a registration under the Securities Act or an exemption from registration. In particular, the Purchaser is aware that all of the foregoing described Securities will be “restricted securities”, as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144, unless the conditions thereof are met. Other than set forth in this Agreement, the Company has no obligation to register any securities purchased or issuable hereunder. (iii) The following legends (or similar language) shall be placed on the certificate(s) or other instruments evidencing the Securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH NOTES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH NOTES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH NOTES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS. (iv) The Company may at any time place a stop transfer order on its transfer books against the Securities. Such stop order will be removed, and further transfer of the Securities will be permitted, upon an effective registration of the respective Securities, or the receipt by the Company of an opinion of counsel satisfactory to the Company that such further transfer may be effected pursuant to an applicable exemption from registration. (L) The Company has employed its own legal counsel in connection with the Offering. The Purchasers have not been represented by independent counsel in connection with the preparation of this Agreement or the terms of this Offering and no investigation of the merits or fairness of the Offering has been conducted on behalf of the Purchasers. Prospective Purchasers should consult with their own legal, tax and financial advisors with respect to the Offering made pursuant to this Agreement. (M) (insert name of Purchaser Representative: if none leave blank) has acted as the Purchaser’s Purchaser Representative for purposes of the private placement exemption under the Act. If the Purchaser has appointed a Purchaser Representative (which term is used herein with the same meaning as given in Rule 501(h) of Regulation D), the Purchaser has been advised by his Purchaser Representative as to the merits and risks of an investment in the Securities Company in general and the suitability of making an informed investment decision with respect thereto. (e) Purchaser is purchasing the Securities for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investmentfor the Purchaser in particular. (fN) Purchaser The undersigned hereby acknowledges that officers, affiliates, employees and directors of the Company and/or the Selling Agents may purchase Securities in the Offering. (O) It never has all requisite legal and been represented, guaranteed or warranted by the Company, any of the officers, directors, stockholders, partners, employees or agents of the Company, or any other power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Purchaserpersons, enforceable in accordance with its termswhether expressly or by implication, exceptthat: (i) the Company or the Purchasers will realize any given percentage of profits and/or amount or type of consideration, profit or loss as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws a result of general application affecting enforcement of creditors’ rights generally and the Company’s activities or the Purchaser’s investment in the Company; or (ii) as limited by laws the past performance or experience of the management of the Company, or of any other person, will in any way indicate the predictable results of the ownership of the Securities or of the Company’s activities. (P) The Purchaser acknowledges that any delivery to it of this Agreement relating to the availability Securities prior to the determination by the Company of specific performanceits suitability as a Purchaser shall not constitute an offer of the Securities until such determination of suitability shall be made, injunctive relief or other equitable remedies. (g) There are no actions, suits, proceedings or investigations pending against and the Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby. (h) The execution, delivery and performance of and compliance with hereby agrees that it shall promptly return this Agreement and the issuance of other Offering documents to the Securities to Purchaser will not result in any violation of, or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Purchaser is a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by Purchaser. (i) Purchaser is aware that the Securities will be (unless registered by the Company), when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Securities Act, and may not be offered, sold or transferred except pursuant to an effective registration statement or an exemption from registration under the Securities Act. (j) Company upon request. The Purchaser understands that the Securities Company shall bear have the following legend right to accept or one substantially similar thereto, which Purchaser has read and understands: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES . (k) Any sales, transfers, or other dispositions of the Securities by Purchaser, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (l) Purchaser further represents that the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is purchasing the Securities for Purchaser’s own account and not, reject this subscription in whole or in part, for the account of any other person; and that Purchaser has not formed any entity, and . Unless this subscription is not an entity formed, for the purpose of purchasing the Securities. (m) Purchaser represents and warrants that no finder, broker, agent, financial advisor accepted in whole or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement. (n) Purchaser is aware of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to purchase the Securities. Purchaser is proceeding on the assumption that there exists material, non-public information concerning the Company and its direct and indirect Subsidiaries which is not or may not be known to the Purchaser and that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with the purchase of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation part by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on any disclosure or non- disclosure made or not made, or the completeness thereof, this subscription shall be deemed rejected in connection with or arising out of its purchase of the Securities; (iii) Purchaser has no claims against the Company with respect to the foregoing and if any such claim may exist, Purchaser, recognizing its disclaimer of reliance and the Company’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against the Company or any of the Company’s affiliates, directors, officers, employees, agents, advisors and shareholders; (iv) the Company shall not have any liability; and (v) Purchaser waives and releases any claim that it might have against the Company or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of any material, non-public information concerning the Company and its direct and indirect Subsidiarieswhole.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser severally represents and warrants to the Company, only with respect to itself, as followsthat: (a) Purchaser 7.1. It is an “accredited investor” as defined by a "qualified institutional buyer" within the meaning of Rule 501 144A under the Securities Act. Purchaser is capable of evaluating the merits and risks of its investment in the Securities and has the ability and capacity to protect its interests. (b) Purchaser understands that the Securities have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act in reliance upon an exemption in reliance on Section 4(a)(2) of the Securities Act. (c) Purchaser understands 7.2. The Notes to be acquired by it pursuant to this Agreement are being acquired for its own account and acknowledges with no intention of distributing or reselling such securities or any part thereof in any transaction that would violate the Company has previously received aggregate purchases in excess securities laws of the Minimum Offering Amount and that the Company will receive the Purchase Price directly from the Purchaser and that the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. (d) Purchaser acknowledges that Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect thereto. (e) Purchaser is purchasing the Securities for investment purposes and not with a view United States, without prejudice, however, to distribution or resale, nor with the intention of selling, transferring its right at all times to sell or otherwise disposing dispose of all or any part thereof for any particular price, of its Notes under an effective registration statement under the Act or at any particular time, or upon under an exemption from such registration available under the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions of the Securities Act, and subject, nevertheless, to the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investmentdisposition of its property being at all times within its control. (f) Purchaser 7.3. It has all requisite legal and other power and authority to execute and enter into, deliver this Agreement and to carry out and perform its obligations under the terms of this AgreementAgreement and this Agreement has been duly authorized by it. This Agreement constitutes a has been duly and validly executed and delivered by such Purchaser, and, assuming due and valid execution and delivery by the other parties hereto, constitute the valid and legally binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except: (i) as except that the enforcement thereof may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating subject to the availability of specific performance, injunctive relief or other equitable remediesEnforceability Exceptions. (g) There are no actions7.4. Such Purchaser agrees and acknowledges that the Notes and each Guaranty initially issued hereunder have not been, suits, proceedings or investigations pending against Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby. (h) The execution, delivery and performance of and compliance with this Agreement and the issuance of the Securities to Purchaser will not result in any violation ofupon initial issuance be, or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Purchaser is a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by Purchaser. (i) Purchaser is aware that the Securities will be (unless registered by the Company), when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Securities Act, and may not be offered, sold or transferred except pursuant that the certificates evidencing the Notes shall bear a legend to an effective registration statement or an exemption from registration under the Securities Actthat effect. 7.5. To the full satisfaction of such Purchaser, such Purchaser has been furnished with any and all materials such Purchaser has requested relating to the Transactions, and such Purchaser has been afforded the opportunity to ask questions of representatives of the Issuers concerning the terms and conditions of the Transactions and to obtain any additional information as it may require, and all such questions have been answered to the full satisfaction of such Purchaser. Such Purchaser or advisors or consultants relied upon by such Purchaser in evaluating the Transactions have such knowledge and experience in financial, tax and business matters as to enable such Purchaser or such advisors or consultants to evaluate the merits and risks of the Transactions and to make an informed decision regarding all aspects of the Transactions. Without limiting the foregoing, such Purchaser acknowledges that it has consulted with advisors, including legal counsel, that have tax expertise regarding the tax aspects of investing in the Notes. Such Purchaser acknowledges that an investment in the Notes includes significant risks including, without limitation, that (ja) the Notes involve a substantial degree of risk of loss of Purchaser's entire investment and (b) there is no reasonable assurance of any income from an investment in the Notes. Such Purchaser understands that the Securities shall is able to bear the following legend or one substantially similar thereto, which Purchaser has read economic risk of losing its entire investment in the Notes and understands: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES . (k) Any sales, transfers, or the other dispositions of the Securities by Purchaser, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (l) Purchaser further represents that the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is purchasing the Securities for Purchaser’s own account and not, in whole or in part, for the account of any other person; and that Purchaser has not formed any entity, and is not an entity formed, for the purpose of purchasing the Securities. (m) Purchaser represents and warrants that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement. (n) Purchaser is aware of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to purchase the Securities. Purchaser is proceeding on the assumption that there exists material, non-public information concerning the Company and its direct and indirect Subsidiaries which is not or may not be known to the Purchaser and that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with the purchase of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on any disclosure or non- disclosure made or not made, or the completeness thereof, in connection with or arising out of its purchase of the Securities; (iii) Purchaser has no claims against the Company with respect to the foregoing and if any such claim may exist, Purchaser, recognizing its disclaimer of reliance and the Company’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against the Company or any of the Company’s affiliates, directors, officers, employees, agents, advisors and shareholders; (iv) the Company shall not have any liability; and (v) Purchaser waives and releases any claim that it might have against the Company or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of any material, non-public information concerning the Company and its direct and indirect SubsidiariesNotes.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each By signing this Agreement, each undersigned Purchaser hereby represents and warrants to the Company as follows as an inducement to the Company to accept the subscription of the Purchaser: (A) The Purchaser acknowledges and agrees that (i) the offering and sale of the Securities are intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, (ii) the Securities have not been registered under the Securities Act and (iii) that the Company has represented to the Purchaser (assuming the veracity of the representations of the Purchaser made herein and in the Questionnaire annexed hereto at Exhibit A) that the Securities have been offered and sold by the Company in reliance upon an exemption from registration provided in Section 4(2) of the Securities Act and Regulation D thereunder. In accordance therewith and in furtherance thereof, the Purchaser represents and warrants to and agrees with the Company, only with respect to itself, as follows: (a) Purchaser Company that it is an “accredited investor” investor (as defined by in Rule 501 promulgated under the Securities Act. Purchaser is capable ) for the reason indicated in Article I of evaluating the merits and risks of its investment in the Securities and has the ability and capacity to protect its intereststhis Subscription Agreement. (bB) The Purchaser hereby represents and warrants that the Purchaser is acquiring the Securities hereunder for its own account for investment and not with a view to distribution, and with no present intention of distributing the Securities or selling the Securities for distribution. The Purchaser understands that the Securities are being sold to the Purchaser in a transaction which is exempt from the registration requirements of the Securities Act. Accordingly, the Purchaser acknowledges that it has been advised that the Securities have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act and are being sold by the Company in reliance upon an the veracity of the Purchaser’s representations contained herein and upon the exemption in reliance on Section 4(a)(2) from the registration requirements provided by the Securities Act and the securities laws of all applicable states. The Purchaser's acquisition of the Securities Actshall constitute a confirmation of the foregoing representation and warranty and understanding thereof. (cC) The Purchaser understands and acknowledges that the Company has previously received aggregate purchases in excess of the Minimum Offering Amount and that the Company will receive the Purchase Price directly from the (or its “Purchaser and that the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. (dRepresentative” if any) Purchaser acknowledges that Purchaser has such knowledge and experience in financial and business matters as is required for evaluating the merits and risks of making this investment, and the Purchaser or its Purchaser Representative(s) has received such information requested by the Purchaser concerning the business, management and financial affairs of the Company in order to evaluate the merits and risks of making this investment. Further, the Purchaser acknowledges that the Purchaser has had the opportunity to ask questions of, and receive answers from, the officers of the Company concerning the terms and conditions of this investment and to obtain information relating to the organization, operation and business of the Company and of the Company's contracts, agreements and obligations or needed to verify the accuracy of any information contained herein or any other information about the Company. Except as set forth in this Agreement, no representation or warranty is made by the Company to induce the Purchaser to make this investment, and any representation or warranty not made herein or therein is specifically disclaimed and no information furnished to the Purchaser or the Purchaser's advisor(s) in connection with the sale were in any way inconsistent with the information stated herein. The Purchaser further understands and acknowledges that no person has been authorized by the Company to make any representations or warranties concerning the Company, including as to the accuracy or completeness of the information contained in this Agreement. (D) The Purchaser is capable making the foregoing representations and warranties with the intent that they may be relied upon by the Company in determining the suitability of evaluating the sale of the Securities to the Purchaser for purposes of federal and state securities laws. Accordingly, each Purchaser represents and warrants that the information stated herein is true, accurate and complete, and agrees to notify and supply corrective information promptly to the Company as provided above if any of such information becomes inaccurate or incomplete. The Purchaser has completed this Agreement and Questionnaire, has delivered it herewith and represents and warrants that it is accurate and true in all respects and that it accurately and completely sets forth the financial condition of the Purchaser on the date hereof. The Purchaser has no reason to expect there will be any material adverse change in its financial condition and will advise the Company of any such changes occurring prior to the closing or termination of the Offering. (E) The Purchaser is not subscribing for any of the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with investments in Securities generally. (F) The Purchaser has received or obtained access to certain information regarding the Company, including this Agreement, the SEC Reports and other accompanying documents of the Company receipt of which is hereby acknowledged. The Purchaser has carefully reviewed all information provided to it and has carefully evaluated and understands the risks described therein related to the Company and an investment in the Company, and understands and has relied only on the information provided to it in writing by the Company relating to this investment. No agent prepared any of the information to be delivered to prospective investors in connection with this transaction. Prospective investors are advised to conduct their own review of the business, properties and affairs of the Company before subscribing to purchase the Securities. (G) The Purchaser also understands and agrees that, although the Company will use its best efforts to keep the information provided in this Agreement strictly confidential, the Company or its counsel may present this Agreement and the information provided in answer to it to such parties as they may deem advisable if called upon to establish the availability under any federal or state securities laws of an exemption from registration of the private placement or if the contents thereof are relevant to any issue in any action, suit or proceeding to which the Company or its affiliates is a party, or by which they are or may be bound or as otherwise required by law or regulatory authority. (H) The individual signing below on behalf of any entity hereby warrants and represents that he/she is authorized to execute this Agreement on behalf of such entity. If an individual, the Purchaser has reached the age of majority in the state in which the Purchaser resides. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action, if any, in respect thereof on the part of Purchasers and no other proceedings on the part of Purchasers are necessary to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchasers and constitutes a valid and binding obligation of Purchasers, enforceable against Purchasers in accordance with its terms (subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (whether applied in a proceeding in equity or at law)). (I) The Purchaser is aware that the offering of the Securities involves securities for which only a limited trading market exists, thereby requiring any investment to be maintained for an indefinite period of time. The purchase of the Securities involves risks which the Purchaser has evaluated, and the Purchaser is able to bear the economic risk of the purchase of such Securities and the loss of its entire investment. The undersigned is able to bear the substantial economic risk of the investment for an indefinite period of time, has no need for liquidity in such investment and can afford a complete loss of such investment. The Purchaser's overall commitment to investments that are not readily marketable is not, and his acquisition of the Securities will not cause such overall commitment to become, disproportionate to his net worth and the Purchaser has adequate means of providing for its current needs and contingencies. (J) The Purchaser acknowledges and agrees that there is no “minimum” offering amount for the Securities and that there is no escrow of the funds deposited by the Purchaser for the purchase of the Units. The Purchaser acknowledges and agrees that funds may be immediately released to the Company. (K) In entering into this Agreement and in purchasing the Securities, the Purchaser further acknowledges that: (i) The Company has informed the Purchaser that the Securities have not been offered for sale by means of general advertising or solicitation and the Purchaser acknowledges that it has either a pre-existing personal or business relationship with either the Company or any of its officers, directors or controlling person, of a nature and duration such as would enable a reasonable prudent investor to be aware of the character, business acumen, and general business and financial circumstances of the Company and an investment in the Securities. (ii) Neither the Securities nor any interest therein may be resold by the Purchaser in the absence of a registration under the Securities Act or an exemption from registration. In particular, the Purchaser is aware that all of the foregoing described Securities will be “restricted securities”, as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144, unless the conditions thereof are met. Other than set forth in this Agreement, the Company has no obligation to register any securities purchased or issuable hereunder. (iii) The following legends (or similar language) shall be placed on the certificate(s) or other instruments evidencing the Shares, Warrants and Warrant Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH NOTES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH NOTES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH NOTES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS. (iv) The Company may at any time place a stop transfer order on its transfer books against the Securities. Such stop order will be removed, and further transfer of the Securities will be permitted, upon an effective registration of the respective Securities, or the receipt by the Company of an opinion of counsel satisfactory to the Company that such further transfer may be effected pursuant to an applicable exemption from registration. (L) The Company has employed its own legal counsel in connection with the Offering. The Purchasers have not been represented by independent counsel in connection with the preparation of this Agreement or the terms of this Offering and no investigation of the merits or fairness of the Offering has been conducted on behalf of the Purchasers. Prospective Purchasers should consult with their own legal, tax and financial advisors with respect to the Offering made pursuant to this Agreement. (M) (insert name of Purchaser Representative: if none leave blank) has acted as the Purchaser’s Purchaser Representative for purposes of the private placement exemption under the Act. If the Purchaser has appointed a Purchaser Representative (which term is used herein with the same meaning as given in Rule 501(h) of Regulation D), the Purchaser has been advised by his Purchaser Representative as to the merits and risks of an investment in the Securities Company in general and the suitability of making an informed investment decision with respect thereto. (e) Purchaser is purchasing the Securities for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investmentfor the Purchaser in particular. (fN) Purchaser The undersigned hereby acknowledges that officers, affiliates, employees and directors of the Company and/or the Selling Agents may purchase Securities in the Offering. (O) It never has all requisite legal and been represented, guaranteed or warranted by any Selling Agent, the Company, any of the officers, directors, stockholders, partners, employees or agents of the Company, or any other power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Purchaserpersons, enforceable in accordance with its termswhether expressly or by implication, exceptthat: (i) the Company or the Purchasers will realize any given percentage of profits and/or amount or type of consideration, profit or loss as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws a result of general application affecting enforcement of creditors’ rights generally and the Company’s activities or the Purchaser’s investment in the Company; or (ii) as limited by laws the past performance or experience of the management of the Company, or of any other person, will in any way indicate the predictable results of the ownership of the Securities or of the Company's activities. (P) The Purchaser acknowledges that any delivery to it of this Agreement relating to the availability Securities prior to the determination by the Company of specific performanceits suitability as a Purchaser shall not constitute an offer of the Securities until such determination of suitability shall be made, injunctive relief or other equitable remedies. (g) There are no actions, suits, proceedings or investigations pending against and the Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby. (h) The execution, delivery and performance of and compliance with hereby agrees that it shall promptly return this Agreement and the issuance of other Offering documents to the Securities to Purchaser will not result in any violation of, or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Purchaser is a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by Purchaser. (i) Purchaser is aware that the Securities will be (unless registered by the Company), when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Securities Act, and may not be offered, sold or transferred except pursuant to an effective registration statement or an exemption from registration under the Securities Act. (j) Company upon request. The Purchaser understands that the Securities Company shall bear have the following legend right to accept or one substantially similar thereto, which Purchaser has read and understands: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES . (k) Any sales, transfers, or other dispositions of the Securities by Purchaser, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (l) Purchaser further represents that the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is purchasing the Securities for Purchaser’s own account and not, reject this subscription in whole or in part, for the account of any other person; and that Purchaser has not formed any entity, and . Unless this subscription is not an entity formed, for the purpose of purchasing the Securities. (m) Purchaser represents and warrants that no finder, broker, agent, financial advisor accepted in whole or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated part by this Agreement. (n) Purchaser is aware of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to purchase the Securities. Purchaser is proceeding on the assumption that there exists material, non-public information concerning the Company and its direct and indirect Subsidiaries which is not or may not this subscription shall be known to the Purchaser and that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with the purchase of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on any disclosure or non- disclosure made or not made, or the completeness thereof, deemed rejected in connection with or arising out of its purchase of the Securities; (iii) Purchaser has no claims against the Company with respect to the foregoing and if any such claim may exist, Purchaser, recognizing its disclaimer of reliance and the Company’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against the Company or any of the Company’s affiliates, directors, officers, employees, agents, advisors and shareholders; (iv) the Company shall not have any liability; and (v) Purchaser waives and releases any claim that it might have against the Company or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of any material, non-public information concerning the Company and its direct and indirect Subsidiarieswhole.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser represents and warrants to the Company, only with respect to itselfas of the applicable Closing Date on which such Purchaser purchased Notes, as follows: (a) This Agreement and the Note issued to Purchaser constitute the legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its respective terms. (b) Purchaser, to the extent applicable, has acquired the Note for Purchaser’s own account, with the intention of holding the same for investment and not with a view to the distribution thereof in violation of federal and state securities laws. (c) Purchaser understands, to the extent applicable, that the Note has not been registered under the Securities Act of 1933 (the “Securities Act”) or any applicable state securities laws in reliance upon exemptions contained in the Securities Act and such applicable state securities laws, and that the Company’s reliance upon such exemptions is based in part on the representations of Purchaser contained in this Agreement. Purchaser further understands and acknowledges that the Note must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunder. (d) Purchaser is an “accredited investor” as such term is defined by in Rule 501 promulgated under the Securities Act. . (e) Purchaser is (i) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its making the investment contemplated hereby, and (ii) understands that an investment in the Securities Company involves significant risks and has the ability and capacity to protect its interests. (b) Purchaser understands that the Securities is suitable only for persons of adequate financial means who have not been registeredno need for liquidity in this investment. Purchaser understands represents that no assurances or guarantees have been made to Purchaser by anyone, including the Securities will not be registered under the Securities Act in reliance upon an exemption in reliance on Section 4(a)(2) of the Securities Act. (c) Purchaser understands and acknowledges that the Company has previously received aggregate purchases in excess of the Minimum Offering Amount and that Company’s management, regarding whether the Company will receive be profitable. Purchaser acknowledges that Purchaser may lose all or a portion of Purchaser’s investment in the Purchase Price Company. It is specifically understood and agreed by Purchaser that no person in the Company’s management, and no employee, agent or representative of the Company, has made, nor by this Agreement shall be construed to make, directly from or indirectly, explicitly or by implication, any representation, warranty, projection, assumption, promise, covenant, opinion, recommendation or other statement of any kind or nature with respect to the anticipated profits or losses of the Company. The Company has made available to Purchaser and that Purchaser’s accountants, attorneys and other advisors full and complete information concerning the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. (d) financial structure of the Company and any other available data requested by Purchaser as a basis for estimating the potential profits and losses of the Company, and Purchaser acknowledges that Purchaser has either reviewed such knowledge and experience in financial and business matters that Purchaser is capable information or has waived review of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect thereto. (e) Purchaser is purchasing the Securities for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment.such information. TriplePulse Note Purchase Agreement (f) Purchaser has all requisite legal and other power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Purchaser, enforceable in accordance with its terms, except: (i) as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (g) There are no actions, suits, proceedings or investigations pending against Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby. (h) The execution, delivery and performance of and compliance with this Agreement and the issuance of the Securities to Purchaser will not result in any violation of, or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which If Purchaser is not a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by Purchaser. (i) Purchaser is aware that the Securities will be (unless registered by the Company), when issued, “restricted securities” U.S. Person as that term is defined in Rule 144 902(o) of the general rules and regulations Regulation S promulgated under the Securities ActAct (“Regulation S”), then such Purchaser shall not offer and may not be offered, sold sell the Notes (or transferred the securities issuable upon conversion of the Notes) to any U.S. Person except pursuant to an effective registration statement or an exemption from registration under in accordance with Regulation S and any other applicable law of the Securities ActUnited States. (jg) Purchaser understands that acknowledges that, in addition to any legend required under applicable securities laws, the Securities shall certificates and instruments evidencing the Notes, acquired by Purchaser will bear the following legend or one substantially similar thereto, which Purchaser has read and understands: [NEITHER] THIS SECURITY [NOR legends: (i) “THE SECURITIES INTO WHICH REPRESENTED BY THIS SECURITY IS CONVERTIBLE] HAS [NOT] CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, ) OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE OFFERED PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR SOLD OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER IN COMPLIANCE WITH THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES ACT.” (k) Any sales, transfers, or other dispositions of the Securities by Purchaser, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (l) Purchaser further represents that the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is purchasing the Securities for Purchaser’s own account and not, in whole or in part, for the account of any other person; and that Purchaser has not formed any entity, and is not an entity formed, for the purpose of purchasing the Securities. (m) Purchaser represents and warrants that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement. (n) Purchaser is aware of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to purchase the Securities. Purchaser is proceeding on the assumption that there exists material, non-public information concerning the Company and its direct and indirect Subsidiaries which is not or may not be known to the Purchaser and that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with the purchase of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on Any legend required by the Blue Sky laws of any disclosure or non- disclosure made or not made, or the completeness thereof, in connection with or arising out of its purchase of the Securities; (iii) Purchaser has no claims against the Company with respect state to the foregoing and if any extent such claim may exist, Purchaser, recognizing its disclaimer of reliance and laws are applicable to the Company’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against shares represented by the Company or any of the Company’s affiliates, directors, officers, employees, agents, advisors and shareholders; (iv) the Company shall not have any liability; and (v) Purchaser waives and releases any claim that it might have against the Company or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of any material, non-public information concerning the Company and its direct and indirect Subsidiariescertificate so legended.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser represents and warrants to the Company, only with respect to itself, as follows: Company that: (a) Purchaser is an it has full power and authority to enter into and perform this Agreement in accordance with its terms, and it was not organized for the specific purpose of acquiring the Notes or the Conversion Shares (collectively, the “accredited investor” Securities”); (b) it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as defined by Rule 501 under to be able to evaluate the Securities Act. Purchaser is capable of evaluating the risks and merits and risks of its investment in the Securities Company and has it is able financially to bear the ability and capacity to protect its interests. (b) Purchaser understands that the Securities have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act in reliance upon an exemption in reliance on Section 4(a)(2) of the Securities Act. risks thereof; (c) Purchaser understands and acknowledges that it has made an investigation of the Company and its business as it deemed necessary and has previously received aggregate purchases in excess of the Minimum Offering Amount had an opportunity to review all reports, schedules, forms, statements and that other documents filed by the Company will receive with the Purchase Price directly from Commission, including the Purchaser exhibits thereto and that documents incorporated by reference therein, and to discuss and review the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. Company’s business, management and financial affairs with the Company’s management as it deemed necessary; (d) Purchaser acknowledges that Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of an investment in the Securities and being purchased by it are being acquired for its own account for the purpose of making an informed investment decision with respect thereto. (e) Purchaser is purchasing the Securities for investment purposes and not with a view to the public resale or distribution or resale, nor with thereof within the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions meaning of the Securities Act of 1933, as amended (the “Securities Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws”); and (e) it understands that an investment in the Securities is not a liquid investment. (f) Purchaser has all requisite legal and other power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Purchaser, enforceable in accordance with its terms, except: (i) as may be limited the Securities have not been registered under the Securities Act by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws reason of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to their issuance in a transaction exempt from the availability of specific performance, injunctive relief or other equitable remedies. (g) There are no actions, suits, proceedings or investigations pending against Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby. (h) The execution, delivery and performance of and compliance with this Agreement and the issuance registration requirements of the Securities Act pursuant to Purchaser will not result in any violation ofSection 4(2) thereof or Rule 504, 505 or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Purchaser is a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by Purchaser. (i) Purchaser is aware that the Securities will be (unless registered by the Company), when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations 506 promulgated under the Securities Act, (ii) under the Securities Act and applicable regulations thereunder the Securities may not be offered, sold or transferred except pursuant to an effective registration statement or an exemption from resold without registration under the Securities Act. Act only in certain limited circumstances, (jiii) Purchaser understands that the certificates evidencing the Securities shall will bear the following a legend or one substantially similar thereto, which Purchaser has read and understandsto that set forth below: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS [NOT] REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED TRANSFERRED OR SOLD RESOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS PERMITTED UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS AS EVIDENCED BY A LEGAL OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE ISSUER TO THE COMPANYEFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES . (k) Any sales, transfers, or other dispositions of the Securities by Purchaser, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (l) Purchaser further represents that the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is purchasing the Securities for Purchaser’s own account and not, in whole or in part, for the account of any other person; and that Purchaser has not formed any entity, and is not an entity formed, for the purpose of purchasing the Securities. (m) Purchaser represents and warrants that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement. (n) Purchaser is aware of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to purchase the Securities. Purchaser is proceeding on the assumption that there exists material, non-public information concerning the Company and its direct and indirect Subsidiaries which is not or may not be known to the Purchaser and that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with the purchase of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on any disclosure or non- disclosure made or not made, or the completeness thereof, in connection with or arising out of its purchase of the Securities; (iii) Purchaser has no claims against the Company with respect to the foregoing and if any such claim may exist, Purchaser, recognizing its disclaimer of reliance and the Company’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against the Company or any of the Company’s affiliates, directors, officers, employees, agents, advisors and shareholders; (iv) the Company shall not have any liabilitywill make a notation on its transfer books to such effect; (f) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of it, enforceable in accordance with the terms of the Agreement; and (vg) Purchaser waives and releases any claim it is an “accredited investor” as that it might have against term is defined in Rule 501 promulgated under the Company or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of any material, non-public information concerning the Company and its direct and indirect SubsidiariesSecurities Act.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser represents and warrants to the Company, only with respect to itselfas of the Closing Date, as follows: (a) This Agreement and the Note issued to Purchaser constitute the legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its respective terms. (b) Purchaser, to the extent applicable, has acquired the Note for Purchaser’s own account, with the intention of holding the same for investment and not with a view to the distribution thereof in violation of federal and state securities laws. (c) Purchaser understands, to the extent applicable, that the Note has not been registered under the Securities Act of 1933 (the “Securities Act”) or any applicable state securities laws in reliance upon exemptions contained in the Securities Act and such applicable state securities laws, and that the Company’s reliance upon such exemptions is based in part on the representations of Purchaser contained in this Agreement. Purchaser further understands and acknowledges that the Note must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunder. (d) Purchaser is an “accredited investor” as such term is defined by in Rule 501 promulgated under the Securities Act. . (e) Purchaser is (i) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its making the investment contemplated hereby, and (ii) understands that an investment in the Securities Company involves significant risks and has the ability and capacity to protect its interests. (b) Purchaser understands that the Securities is suitable only for persons of adequate financial means who have not been registeredno need for liquidity in this investment. Purchaser understands represents that no assurances or guarantees have been made to Purchaser by anyone, including the Securities will not be registered under the Securities Act in reliance upon an exemption in reliance on Section 4(a)(2) of the Securities Act. (c) Purchaser understands and acknowledges that the Company has previously received aggregate purchases in excess of the Minimum Offering Amount and that Company’s management, regarding whether the Company will receive be profitable. Purchaser acknowledges that Purchaser may lose all or a portion of Purchaser’s investment in the Purchase Price Company. It is specifically understood and agreed by Purchaser that no person in the Company’s management, and no employee, agent or representative of the Company, has made, nor by this Agreement shall be construed to make, directly from or indirectly, explicitly or by implication, any representation, warranty, projection, assumption, promise, covenant, opinion, recommendation or other statement of any kind or nature with respect to the anticipated profits or losses of the Company. The Company has made available to Purchaser and that Purchaser’s accountants, attorneys and other advisors full and complete information concerning the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. (d) financial structure of the Company and any other available data requested by Purchaser as a basis for estimating the potential profits and losses of the Company, and Purchaser acknowledges that Purchaser has either reviewed such knowledge and experience in financial and business matters that Purchaser is capable information or has waived review of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect thereto. (e) Purchaser is purchasing the Securities for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investmentsuch information. (f) Purchaser has all requisite legal and other power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Purchaser, enforceable in accordance with its terms, except: (i) as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (g) There are no actions, suits, proceedings or investigations pending against Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby. (h) The execution, delivery and performance of and compliance with this Agreement and the issuance of the Securities to Purchaser will not result in any violation of, or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which If Purchaser is not a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by Purchaser. (i) Purchaser is aware that the Securities will be (unless registered by the Company), when issued, “restricted securities” U.S. Person as that term is defined in Rule 144 902(o) of the general rules and regulations Regulation S promulgated under the Securities ActAct (“Regulation S”), then such Purchaser shall not offer and may not be offered, sold sell the Note (or transferred the securities issuable upon conversion of the Note) to any U.S. Person except pursuant to an effective registration statement or an exemption from registration under in accordance with Regulation S and any other applicable law of the Securities ActUnited States. (jg) Purchaser understands that acknowledges that, in addition to any legend required under applicable securities laws, the Securities shall certificates and instruments evidencing the Note, acquired by Purchaser will bear the following legend or one substantially similar thereto, which Purchaser has read and understandslegends: [NEITHER] THIS SECURITY [NOR TriplePulse Note Purchase Agreement (i) “THE SECURITIES INTO WHICH REPRESENTED BY THIS SECURITY IS CONVERTIBLE] HAS [NOT] CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, ) OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE OFFERED PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR SOLD OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER IN COMPLIANCE WITH THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES ACT.” (k) Any sales, transfers, or other dispositions of the Securities by Purchaser, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (l) Purchaser further represents that the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is purchasing the Securities for Purchaser’s own account and not, in whole or in part, for the account of any other person; and that Purchaser has not formed any entity, and is not an entity formed, for the purpose of purchasing the Securities. (m) Purchaser represents and warrants that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement. (n) Purchaser is aware of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to purchase the Securities. Purchaser is proceeding on the assumption that there exists material, non-public information concerning the Company and its direct and indirect Subsidiaries which is not or may not be known to the Purchaser and that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with the purchase of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on Any legend required by the Blue Sky laws of any disclosure or non- disclosure made or not made, or the completeness thereof, in connection with or arising out of its purchase of the Securities; (iii) Purchaser has no claims against the Company with respect state to the foregoing and if any extent such claim may exist, Purchaser, recognizing its disclaimer of reliance and laws are applicable to the Company’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against shares represented by the Company or any of the Company’s affiliates, directors, officers, employees, agents, advisors and shareholders; (iv) the Company shall not have any liability; and (v) Purchaser waives and releases any claim that it might have against the Company or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of any material, non-public information concerning the Company and its direct and indirect Subsidiariescertificate so legended.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser represents and warrants to the CompanyCompany as follows, only it being understood that the Purchasers make no other representations or warranties of any nature whatsoever, express or implied, to the Company with respect to itself, as followsthe transactions contemplated hereby: (a) If the Purchaser is an “accredited investor” as defined by Rule 501 under entity, the Securities Act. Purchaser is capable execution, delivery and performance of evaluating this Agreement and the merits and risks of its investment in the Securities and has the ability and capacity to protect its interests. (b) Purchaser understands that the Securities have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act in reliance upon an exemption in reliance on Section 4(a)(2) purchase of the Securities Act. (c) Purchaser understands Shares and acknowledges that the Company has previously received aggregate purchases in excess acceptance of the Minimum Offering Amount Warrants have been duly and that effectively authorized by all necessary action on the Company will receive part of the Purchase Price directly from Purchaser. This Agreement has been duly executed and delivered by the Purchaser and that constitutes the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. (d) Purchaser acknowledges that Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect thereto. (e) Purchaser is purchasing the Securities for investment purposes and not with a view to distribution or resalelegal, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (f) Purchaser has all requisite legal and other power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except: except as limited by (i) as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally ' right generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (gb) There are no actionsThe Purchaser is not subject to any agreement, suitsinstrument, proceedings order, law, rule, regulation, judgment, decree or investigations pending against Purchaser any other restriction of any kind or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) character which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or prevent consummation of the transactions contemplated hereby. (c) The Purchaser is an "accredited investor" as defined in Section 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "1933 Act"). The Purchaser has the financial resources to bear the economic risk of the Purchaser's investment in the Company and has sufficient knowledge and experience in financial and business matters to evaluate the risks and merits of an investment in the Company. (d) The Purchaser has had access to and has obtained such information regarding the Company and ReceiptCity, and their business and financial conditions, operations, prospects and investments as the Purchaser has deemed necessary to enable the Purchaser to enter into this Agreement and purchase the Shares and accept the Warrant. The Purchaser has personally made such independent investigations of the Company and ReceiptCity as the Purchaser deems necessary and advisable and has been supplied with all information and data which the Purchaser believes is necessary to reach an informed decision as to the advisability of purchasing the Shares and accepting the Warrant. The Purchaser has consulted with legal counsel and accounting and financial advisors to the extent the Purchaser deems necessary and appropriate. (e) The Purchaser understands and acknowledges that: (i) the Shares, the Warrant, and the shares of ReceiptCity common stock issuable upon exercise of the Warrant (the "Warrant Shares" and collectively with the Shares and the Warrant, the "Securities") will be "restricted securities" as defined in Rule 144 ("Rule 144") promulgated under the 1933 Act, have not been registered under the 1933 Act or under any state securities laws and, as such, cannot be resold or otherwise transferred unless they are registered in accordance with the 1933 Act and applicable state securities laws or exemptions from registration are available; (ii) the Company is under no obligation to register the Securities or to permit or facilitate sales under Rule 144 or under any other exemption from the registration requirements of the 1933 Act or any state securities laws, and the Purchaser will have no right with respect to such registration of the Securities (except as otherwise provided in this Agreement and in the Warrant Agreement); and (iii) no federal or state agency has made any recommendation or endorsement of the Securities. (f) The Shares and the Warrant are being acquired for investment purposes for the Purchaser's own account and not with a view to resale or distribution. No other person has or will have any interest or participation in the Share or the Warrant, or any right to acquire an interest therein from the Purchaser. (g) The Purchaser has adequate means of providing for the Purchaser's current needs and personal contingencies and has no need for liquidity in this investment. (h) The executionPurchaser understands and acknowledges that the Company is relying to a material degree on the representations contained herein and, delivery and performance with such realization, authorizes the Company to act as it may see fit in reliance thereon, including the placement on the certificates evidencing the Shares of and compliance with this Agreement and legends describing the issuance of restrictions applicable to the Securities to Purchaser will not result in any violation of, or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Purchaser is a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by PurchaserShares. (i) The Purchaser is aware that the Securities will be (unless registered by the Company), when issued, “restricted securities” as that term is defined in Rule 144 a resident of the general rules and regulations under the Securities Actstate or nation indicated in such Purchaser's address shown on Exhibit A to this Agreement, and may not be offered, sold or transferred except pursuant to an effective registration statement or an exemption from registration under the Securities Act. (j) Purchaser understands that the Securities shall bear the following legend or one substantially similar thereto, which Purchaser has read and understands: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES . (k) Any sales, transfers, or other dispositions no present intention of the Securities by Purchaser, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (l) Purchaser further represents that the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is purchasing the Securities for Purchaser’s own account and not, in whole or in part, for the account becoming a resident of any other person; and that Purchaser has not formed any entity, and is not an entity formed, for the purpose of purchasing the Securitiesstate or jurisdiction. (m) Purchaser represents and warrants that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement. (n) Purchaser is aware of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to purchase the Securities. Purchaser is proceeding on the assumption that there exists material, non-public information concerning the Company and its direct and indirect Subsidiaries which is not or may not be known to the Purchaser and that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with the purchase of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on any disclosure or non- disclosure made or not made, or the completeness thereof, in connection with or arising out of its purchase of the Securities; (iii) Purchaser has no claims against the Company with respect to the foregoing and if any such claim may exist, Purchaser, recognizing its disclaimer of reliance and the Company’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against the Company or any of the Company’s affiliates, directors, officers, employees, agents, advisors and shareholders; (iv) the Company shall not have any liability; and (v) Purchaser waives and releases any claim that it might have against the Company or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of any material, non-public information concerning the Company and its direct and indirect Subsidiaries.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser of the Purchasers severally represents and warrants to for itself that: Investment Intent. The Preferred Shares being acquired by such Purchaser hereunder are being purchased, and the CompanyConversion Stock acquired by such Purchaser upon conversion of such Preferred Shares will be acquired, only for such Purchaser's own account and not with respect to itselfthe view to, as follows: or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act. Such Purchaser understands that the Preferred Shares and the Conversion Stock, have not been registered under the Securities Act or any applicable state laws by reason of their issuance or contemplated issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act and such state laws, and that the reliance of the Company and others upon this exemption is predicated in part upon this representation and warranty. Such Purchaser further understands that the Preferred Shares and the Conversion Stock may not be transferred or resold without (a) registration under the Securities Act and any applicable state securities laws, or (b) an exemption from the requirements of the Securities Act and applicable state securities laws. Such Purchaser understands that an exemption from such registration is not currently available pursuant to Rule 144 promulgated under the Securities Act by the Commission and that in any event such Purchaser may not sell any securities pursuant to Rule 144 prior to the expiration of a one-year period after such Purchaser has acquired the securities. Such Purchaser understands that any sales pursuant to Rule 144 may only be made in full compliance with the provisions of Rule 144. Location of Principal Office and Qualification as Accredited Investor. The state in which such Purchaser's principal office (or domicile, if such Purchaser is an “individual) is set forth in such Purchaser's address in Schedule A hereto. Such Purchaser qualifies as an accredited investor” as defined by investor within the meaning of Rule 501 under the Securities ActAct for the reasons specified on such Purchaser's Certification attached to this Agreement. Purchaser is capable of evaluating the merits and risks of its investment in the Securities and has the ability and capacity to protect its interests. (b) Purchaser understands that the Securities have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act in reliance upon an exemption in reliance on Section 4(a)(2) of the Securities Act. (c) Purchaser understands and acknowledges that the Company has previously received aggregate purchases in excess of the Minimum Offering Amount and that the Company will receive the Purchase Price directly from the Purchaser and that the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. (d) Purchaser acknowledges that Such Purchaser has such knowledge and experience in financial and business matters that such Purchaser is capable of evaluating the merits and risks of an the investment in the Securities to be made hereunder by such Purchaser. Such Purchaser has and of making an informed investment decision with respect thereto. (e) Purchaser is purchasing the Securities for investment purposes and not with a view has had access to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions of the Securities Act, Company's material books and records and access to the rules Company's executive officers has been provided to such Purchaser or to such Purchaser's qualified agents. Acts and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (f) Purchaser has all requisite legal and other power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this AgreementProceedings. This Agreement constitutes has been duly authorized by all necessary action on the part of such Purchaser, has been duly executed and delivered by such Purchaser, and is a valid and legally binding obligation agreement upon the part of Purchaser, such Purchaser enforceable against such Purchaser in accordance with its terms, except: (i) except as the enforceability thereof may be limited by general equitable principles and applicable bankruptcy, insolvency, moratorium, reorganization, moratorium and or other similar laws of general application affecting enforcement of creditors’ ' rights generally generally, and (ii) as limited by laws relating to except for judicial limitations on the availability enforcement of the remedy of specific performance, injunctive relief or enforcement and other equitable remedies. (g) There are no actions. No Brokers or Finders. No person, suitsfirm or corporation has or will have, proceedings as a result of any act or investigations pending omission by such Purchaser, any right, interest or valid claim against Purchaser the Company for any commission, fee or Purchaser’s assets before any court other compensation as a finder or governmental agency (norbroker, to Purchaser’s knowledge, is there any threat thereof) which would impair or in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby. (h) The executionsimilar capacity, delivery and performance of and compliance with this Agreement and the issuance of the Securities to Purchaser will not result in any violation of, or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Purchaser is a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by Purchaser. (i) Purchaser is aware that the Securities will be (unless registered by the Company), when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Securities Act, and may not be offered, sold or transferred except pursuant to an effective registration statement or an exemption from registration under the Securities Act. (j) Purchaser understands that the Securities shall bear the following legend or one substantially similar thereto, which Purchaser has read and understands: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES . (k) Any sales, transfers, or other dispositions of the Securities by Purchaser, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (l) Purchaser further represents that the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is purchasing the Securities for Purchaser’s own account and not, in whole or in part, for the account of any other person; and that Purchaser has not formed any entity, and is not an entity formed, for the purpose of purchasing the Securities. (m) Purchaser represents and warrants that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement. (n) . Such Purchaser is aware will indemnify and hold the Company harmless against any and all liability with respect to any such commission, fee or other compensation which may be payable or determined to be payable as a result of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision actions of such Purchaser in connection with the transactions contemplated by this Agreement. Conditions of Each Purchaser's Obligation. The obligation to purchase and pay for the Securities. Preferred Shares which each Purchaser is proceeding has agreed to purchase on the assumption Closing Date is subject to the fulfillment prior to or on the Closing Date of the following conditions. In the event that there exists material, non-public information concerning the Company and its direct and indirect Subsidiaries which any such condition is not or may not be known satisfied to the satisfaction of each Purchaser, then no Purchaser and that the Company has not disclosed shall be obligated to the Purchaser. Purchaser is voluntarily assuming all risks associated proceed with the purchase of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on any disclosure or non- disclosure made or not made, or the completeness thereof, in connection with or arising out of its purchase of the Securities; (iii) Purchaser has no claims against the Company with respect to the foregoing and if any such claim may exist, Purchaser, recognizing its disclaimer of reliance and the Company’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against the Company or any of the Company’s affiliates, directors, officers, employees, agents, advisors and shareholders; (iv) the Company shall not have any liability; and (v) Purchaser waives and releases any claim that it might have against the Company or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of any material, non-public information concerning the Company and its direct and indirect SubsidiariesPreferred Shares.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser represents and warrants to the Company, only with respect to itself, as follows: Company that: (a) Purchaser is an it has full power and authority to enter into and perform this Agreement in accordance with its terms, and it was not organized for the specific purpose of acquiring the Notes, the Conversion Securities, or shares of Common Stock issuable upon conversion of the Conversion Securities (collectively, the “accredited investor” Securities”); (b) it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as defined by Rule 501 under to be able to evaluate the Securities Act. Purchaser is capable of evaluating the risks and merits and risks of its investment in the Securities Company and has it is able financially to bear the ability and capacity to protect its interests. (b) Purchaser understands that the Securities have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act in reliance upon an exemption in reliance on Section 4(a)(2) of the Securities Act. risks thereof; (c) Purchaser understands and acknowledges that it has made an investigation of the Company and its business as it deemed necessary and has previously received aggregate purchases in excess of had an opportunity to discuss and review the Minimum Offering Amount Company’s business, management and that financial affairs with the Company will receive the Purchase Price directly from the Purchaser and that the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. Company’s management as it deemed necessary; (d) Purchaser acknowledges that Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of an investment in the Securities and being purchased by it are being acquired for its own account for the purpose of making an informed investment decision with respect thereto. (e) Purchaser is purchasing the Securities for investment purposes and not with a view to the public resale or distribution or resale, nor with thereof within the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions meaning of the Securities Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and (e) it understands that an investment in the Securities is not a liquid investment. (f) Purchaser has all requisite legal and other power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Purchaser, enforceable in accordance with its terms, except: (i) as may be limited the Securities have not been registered under the Securities Act by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws reason of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to their issuance in a transaction exempt from the availability of specific performance, injunctive relief or other equitable remedies. (g) There are no actions, suits, proceedings or investigations pending against Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby. (h) The execution, delivery and performance of and compliance with this Agreement and the issuance registration requirements of the Securities Act pursuant to Purchaser will not result in any violation ofSection 4(2) thereof or Rule 504, 505 or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Purchaser is a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by Purchaser. (i) Purchaser is aware that the Securities will be (unless registered by the Company), when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations 506 promulgated under the Securities Act, (ii) under the Securities Act and applicable regulations thereunder the Securities may not be offered, sold or transferred except pursuant to an effective registration statement or an exemption from resold without registration under the Securities Act. Act only in certain limited circumstances, (jiii) Purchaser understands that the certificates evidencing the Securities shall will bear the following a legend or one substantially similar thereto, which Purchaser has read and understandsto that set forth below: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS [NOT] REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED TRANSFERRED OR SOLD RESOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS PERMITTED UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS AS EVIDENCED BY A LEGAL OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE ISSUER TO THE COMPANYEFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES . (k) Any sales, transfers, or other dispositions of the Securities by Purchaser, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (l) Purchaser further represents that the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is purchasing the Securities for Purchaser’s own account and not, in whole or in part, for the account of any other person; and that Purchaser has not formed any entity, and is not an entity formed, for the purpose of purchasing the Securities. (m) Purchaser represents and warrants that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement. (n) Purchaser is aware of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to purchase the Securities. Purchaser is proceeding on the assumption that there exists material, non-public information concerning the Company and its direct and indirect Subsidiaries which is not or may not be known to the Purchaser and that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with the purchase of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on any disclosure or non- disclosure made or not made, or the completeness thereof, in connection with or arising out of its purchase of the Securities; (iii) Purchaser has no claims against the Company with respect to the foregoing and if any such claim may exist, Purchaser, recognizing its disclaimer of reliance and the Company’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against the Company or any of the Company’s affiliates, directors, officers, employees, agents, advisors and shareholders; (iv) the Company shall not have any liabilitywill make a notation on its transfer books to such effect; (f) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of it, enforceable in accordance with the terms of the Agreement; and (vg) Purchaser waives and releases any claim it is an “accredited investor” as that it might have against term is defined in Rule 501 promulgated under the Company or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of any material, non-public information concerning the Company and its direct and indirect SubsidiariesSecurities Act.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each By signing this Agreement, each undersigned Purchaser hereby represents and warrants to the Company as follows as an inducement to the Company to accept the subscription of the Purchaser: (A) The Purchaser acknowledges and agrees that (i) the offering and sale of the Securities are intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, (ii) the Securities have not been registered under the Securities Act and (iii) that the Company has represented to the Purchaser (assuming the veracity of the representations of the Purchaser made herein and in the Questionnaire annexed hereto at Exhibit A) that the Securities have been offered and sold by the Company in reliance upon an exemption from registration provided in Section 4(2) of the Securities Act and Regulation D thereunder. In accordance therewith and in furtherance thereof, the Purchaser represents and warrants to and agrees with the Company, only with respect to itself, as follows: (a) Purchaser Company that it is an “accredited investor” investor (as defined by in Rule 501 promulgated under the Securities Act. Purchaser is capable ) for the reason indicated in Article I of evaluating the merits and risks of its investment in the Securities and has the ability and capacity to protect its intereststhis Subscription Agreement. (bB) The Purchaser hereby represents and warrants that the Purchaser is acquiring the Securities hereunder for its own account for investment and not with a view to distribution, and with no present intention of distributing the Securities or selling the Securities for distribution. The Purchaser understands that the Securities are being sold to the Purchaser in a transaction which is exempt from the registration requirements of the Securities Act. Accordingly, the Purchaser acknowledges that it has been advised that the Securities have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act and are being sold by the Company in reliance upon an the veracity of the Purchaser’s representations contained herein and upon the exemption in reliance on Section 4(a)(2) from the registration requirements provided by the Securities Act and the securities laws of all applicable states. The Purchaser’s acquisition of the Securities Actshall constitute a confirmation of the foregoing representation and warranty and understanding thereof. (cC) The Purchaser understands and acknowledges that the Company has previously received aggregate purchases in excess of the Minimum Offering Amount and that the Company will receive the Purchase Price directly from the (or its “Purchaser and that the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. (dRepresentative”, if any) Purchaser acknowledges that Purchaser has such knowledge and experience in financial and business matters as is required for evaluating the merits and risks of making this investment, and the Purchaser or its Purchaser Representative(s) has received such information requested by the Purchaser concerning the business, management and financial affairs of the Company in order to evaluate the merits and risks of making this investment. Further, the Purchaser acknowledges that the Purchaser has had the opportunity to ask questions of, and receive answers from, the officers of the Company concerning the terms and conditions of this investment and to obtain information relating to the organization, operation and business of the Company and of the Company’s contracts, agreements and obligations or needed to verify the accuracy of any information contained herein or any other information about the Company. Except as set forth in this Agreement, no representation or warranty is made by the Company to induce the Purchaser to make this investment, and any representation or warranty not made herein or therein is specifically disclaimed and no information furnished to the Purchaser or the Purchaser’s advisor(s) in connection with the sale were in any way inconsistent with the information stated herein. The Purchaser further understands and acknowledges that no person has been authorized by the Company to make any representations or warranties concerning the Company, including as to the accuracy or completeness of the information contained in this Agreement. (D) The Purchaser is capable making the foregoing representations and warranties with the intent that they may be relied upon by the Company in determining the suitability of evaluating the sale of the Securities to the Purchaser for purposes of federal and state securities laws. Accordingly, each Purchaser represents and warrants that the information stated herein is true, accurate and complete, and agrees to notify and supply corrective information promptly to the Company as provided above if any of such information becomes inaccurate or incomplete. The Purchaser has completed this Agreement and Questionnaire, has delivered it herewith and represents and warrants that it is accurate and true in all respects and that it accurately and completely sets forth the financial condition of the Purchaser on the date hereof. The Purchaser has no reason to expect there will be any material adverse change in its financial condition and will advise the Company of any such changes occurring prior to the closing or termination of the Offering. (E) The Purchaser is not subscribing for any of the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with investments in Securities generally. (F) The Purchaser has received or obtained access to certain information regarding the Company, including this Agreement, the SEC Reports and other accompanying documents of the Company receipt of which is hereby acknowledged. The Purchaser has carefully reviewed all information provided to it and has carefully evaluated and understands the risks described therein related to the Company and an investment in the Company, and understands and has relied only on the information provided to it in writing by the Company relating to this investment. No agent prepared any of the information to be delivered to prospective investors in connection with this transaction. Prospective investors are advised to conduct their own review of the business, properties and affairs of the Company before subscribing to purchase the Securities. (G) The Purchaser acknowledges and agrees that investing in the Company’s Securities involves risks and that the Company’s operating results and financial condition have varied in the past and may in the future vary significantly depending on a number of factors. The Purchaser acknowledges and agrees that it has evaluated and understands the risks regarding investing in the Company’s securities, including the risks identified in this Subscription Agreement and the risk factors described in the Company’s reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “SEC Reports”). The Purchaser agrees that the risks described herein and in such SEC Reports are not the only risks facing the Company. The Purchaser agrees that these risks could have a material adverse effect on the Company’s business, results of operations, financial condition or liquidity and cause its actual operating results to materially differ from those contained in any forward-looking statements made in this Subscription Agreement, in the Company’s SEC Reports and elsewhere by management. Before making an investment decision, each Purchaser acknowledges that it has been advised that it should carefully consider these risks as well as other information contained or incorporated by reference in this Subscription Agreement. Additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results. (H) The Purchaser also understands and agrees that, although the Company will use its best efforts to keep the information provided in this Agreement strictly confidential, the Company or its counsel may present this Agreement and the information provided in answer to it to such parties as they may deem advisable if called upon to establish the availability under any federal or state securities laws of an exemption from registration of the private placement or if the contents thereof are relevant to any issue in any action, suit or proceeding to which the Company or its affiliates is a party, or by which they are or may be bound or as otherwise required by law or regulatory authority. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission without the prior written consent of such Purchaser, except as required by federal securities law in connection with the disclosure of the transactions contemplated by this Agreement and otherwise to the extent such disclosure is required by law or regulation, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause. (I) The individual signing below on behalf of any entity hereby warrants and represents that he/she is authorized to execute this Agreement on behalf of such entity. If an individual, the Purchaser has reached the age of majority in the state in which the Purchaser resides. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action, if any, in respect thereof on the part of Purchasers and no other proceedings on the part of Purchasers are necessary to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchasers and constitutes a valid and binding obligation of Purchasers, enforceable against Purchasers in accordance with its terms (subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (whether applied in a proceeding in equity or at law)). (J) The Purchaser is aware that the offering of the Securities involves securities for which only a limited trading market exists, thereby requiring any investment to be maintained for an indefinite period of time. The purchase of the Securities involves risks which the Purchaser has evaluated, and the Purchaser is able to bear the economic risk of the purchase of such Securities and the loss of its entire investment. The undersigned is able to bear the substantial economic risk of the investment for an indefinite period of time, has no need for liquidity in such investment and can afford a complete loss of such investment. The Purchaser’s overall commitment to investments that are not readily marketable is not, and his acquisition of the Securities will not cause such overall commitment to become, disproportionate to his net worth and the Purchaser has adequate means of providing for its current needs and contingencies. (K) In entering into this Agreement and in purchasing the Securities, the Purchaser further acknowledges that: (i) The Company has informed the Purchaser that the Securities have not been offered for sale by means of general advertising or solicitation and the Purchaser acknowledges that it has either a pre-existing personal or business relationship with either the Company or any of its officers, directors or controlling person, of a nature and duration such as would enable a reasonable prudent investor to be aware of the character, business acumen, and general business and financial circumstances of the Company and an investment in the Securities. (ii) Neither the Securities nor any interest therein may be resold by the Purchaser in the absence of a registration under the Securities Act or an exemption from registration. In particular, the Purchaser is aware that all of the foregoing described Securities will be “restricted securities”, as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144, unless the conditions thereof are met. Other than set forth in this Agreement, the Company has no obligation to register any securities purchased or issuable hereunder. (iii) The following legend (or substantially similar language) shall be placed on the certificate(s) or other instruments evidencing the Securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH NOTES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH NOTES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH NOTES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS. (iv) The Company may at any time place a stop transfer order on its transfer books against the Securities. Such stop order will be removed, and further transfer of the Securities will be permitted, upon an effective registration of the respective Securities, or the receipt by the Company of an opinion of counsel satisfactory to the Company that such further transfer may be effected pursuant to an applicable exemption from registration. (L) The Company has employed its own legal counsel in connection with the Offering. The Purchasers have not been represented by independent counsel in connection with the preparation of this Agreement or the terms of this Offering and no investigation of the merits or fairness of the Offering has been conducted on behalf of the Purchasers. Each Purchaser has had the opportunity to consult with its own legal, tax and financial advisors with respect to the Offering made pursuant to this Agreement. (M) (insert name of Purchaser Representative: if none leave blank) has acted as the Purchaser’s Purchaser Representative for purposes of the private placement exemption under the Act. If the Purchaser has appointed a Purchaser Representative (which term is used herein with the same meaning as given in Rule 501(h) of Regulation D), the Purchaser has been advised by his Purchaser Representative as to the merits and risks of an investment in the Securities Company in general and the suitability of making an informed investment decision with respect thereto. (e) Purchaser is purchasing the Securities for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investmentfor the Purchaser in particular. (fN) Purchaser The undersigned hereby acknowledges that officers, affiliates, employees and directors of the Company and/or the Selling Agents may purchase Securities in the Offering on the same terms and conditions as the Purchasers. (O) It never has all requisite legal and been represented, guaranteed or warranted by the Company, any of the officers, directors, stockholders, partners, employees or agents of the Company, or any other power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Purchaserpersons, enforceable in accordance with its termswhether expressly or by implication, exceptthat: (i) the Company or the Purchasers will realize any given percentage of profits and/or amount or type of consideration, profit or loss as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws a result of general application affecting enforcement of creditors’ rights generally and the Company’s activities or the Purchaser’s investment in the Company; or (ii) as limited by laws the past performance or experience of the management of the Company, or of any other person, will in any way indicate the predictable results of the ownership of the Securities or of the Company’s activities. (P) The Purchaser acknowledges that any delivery to it of this Agreement relating to the availability Securities prior to the determination by the Company of specific performanceits suitability as a Purchaser shall not constitute an offer of the Securities until such determination of suitability shall be made, injunctive relief or other equitable remedies. (g) There are no actions, suits, proceedings or investigations pending against and the Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby. (h) The execution, delivery and performance of and compliance with hereby agrees that it shall promptly return this Agreement and the issuance of other Offering documents to the Securities to Purchaser will not result in any violation of, or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Purchaser is a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by Purchaser. (i) Purchaser is aware that the Securities will be (unless registered by the Company), when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Securities Act, and may not be offered, sold or transferred except pursuant to an effective registration statement or an exemption from registration under the Securities Act. (j) Company upon request. The Purchaser understands that the Securities Company shall bear have the following legend right to accept or one substantially similar thereto, which Purchaser has read and understands: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES . (k) Any sales, transfers, or other dispositions of the Securities by Purchaser, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (l) Purchaser further represents that the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is purchasing the Securities for Purchaser’s own account and not, reject this subscription in whole or in part, for . Unless this subscription is accepted in whole or in part by the account of any other person; and that Purchaser has not formed any entity, and is not an entity formed, for the purpose of purchasing the SecuritiesCompany this subscription shall be deemed rejected in whole. (mQ) Each Purchaser represents and warrants acknowledges that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement. (n) Purchaser it is aware (and that its representatives who are apprised of this matter have been or will be advised) that the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to purchase the Securities. Purchaser is proceeding on the assumption that there exists material, United States securities laws restrict persons with material non-public information concerning the Company and its direct and indirect Subsidiaries which is not about a company obtained directly or may not be known to the Purchaser and indirectly from that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with the purchase company from purchasing or selling securities of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on any disclosure or non- disclosure made or not madesuch company, or the completeness thereof, in connection with or arising out of its purchase of the Securities; (iii) Purchaser has no claims against the Company with respect to the foregoing and if any such claim may exist, Purchaser, recognizing its disclaimer of reliance and the Company’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against the Company or any of the Company’s affiliates, directors, officers, employees, agents, advisors and shareholders; (iv) the Company shall not have any liability; and (v) Purchaser waives and releases any claim that it might have against the Company or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of any material, non-public information concerning the Company and its direct and indirect Subsidiaries.from com

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser represents makes the following representations, warranties and warrants covenants to Seller, each of which is true and correct as of the Company, only with respect to itself, as followsdate hereof and shall survive the Closing: (a) Purchaser is an “accredited investor” as defined by Rule 501 under the Securities Act. Purchaser is capable of evaluating the merits and risks of its investment in the Securities and has the ability and capacity to protect its interests. (b) Purchaser understands that the Securities have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act in reliance upon an exemption in reliance on Section 4(a)(2) of the Securities Act. (c) Purchaser understands and acknowledges that the Company has previously received aggregate purchases in excess of the Minimum Offering Amount and that the Company will receive the Purchase Price directly from the Purchaser and that the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. (d) Purchaser acknowledges that The Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect thereto. (e) Purchaser is purchasing the Securities for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (f) Purchaser has all requisite legal and other full power and authority to execute and deliver this Agreement enter into the Purchaser Transaction Documents and to carry out and perform its obligations under the terms of this Agreementtransactions contemplated thereby. This Agreement constitutes a The Purchaser Transaction Documents constitute valid and legally binding obligation obligations of Purchaser, the Purchaser enforceable against the Purchaser in accordance with its their respective terms, except: except as (i) as the enforceability hereof may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other insolvency or similar laws affecting the enforceability of general application affecting enforcement of creditors’ creditor’s rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies may be limited by equitable principles of general applicability. (gb) There are no actionsNeither the execution and delivery of the Purchaser Transaction Documents, suits, proceedings or investigations pending against Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or nor the consummation of the transactions contemplated hereby. (h) The execution, delivery and performance of and thereby or compliance with this Agreement the terms and conditions thereof by the issuance of the Securities to Purchaser will not violate or result in a breach of any violation ofterm or provision of any agreement to which the Purchaser is bound or is a party, or be in conflict with, with or constitute a default under, or cause the acceleration of the maturity of any obligation of the Purchaser under any existing agreement or violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser or any of Purchaser’s articles its properties or assets, the effect of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement which would be to which impair the performance by the Purchaser is a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by Purchaserits obligations hereunder. (ic) The Purchaser is aware that acquiring its respective portion of the Seller Shares without a view to the resale thereof, unless same is either registered under the Securities will be Act of 1933, as amended (the “Securities Act”) or is sold exempt from registration thereunder. The Purchaser represents that it is purchasing its respective portion of the Seller Shares for its own account, with the intention of holding its respective portion of the Seller Shares, with no present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of its respective portion of the Seller Shares, and shall not make any sale, transfer, or pledge thereof without registration under the Securities Act and any applicable securities laws of any state unless an exemption from registration is available under those laws. (d) The Seller Shares delivered to Purchasers shall bear a restrictive legend indicating that they have not been registered by under the Company), when issued, Securities Act and are “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Securities Act, . The Purchaser represents that it has adequate means of providing for its current needs and may not be offered, sold or transferred except pursuant to has no need for liquidity in this investment in its respective portion of the Seller Shares. The Purchaser represents that it is an effective registration statement or an exemption from registration “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Purchaser has no reason to anticipate any material change in its financial condition for the foreseeable future. The Purchaser is financially able to bear the economic risk of this investment, including the ability to hold its respective portion of the Seller Shares or to afford a complete loss of its investment in its respective portion of the Seller Shares. The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in its respective portion of the Seller Shares. The Purchaser has had a full and fair opportunity to make inquiries about the terms and conditions of this Agreement, to discuss the same and all related matters with its own independent counsel and its own accountants and tax advisers. The Purchaser has been given the opportunity to ask questions of, and receive answers from Seller concerning the terms and conditions of this Agreement and to obtain such additional written information about YFI to the extent Seller possess such information or can acquire it without unreasonable effort or expense. Notwithstanding the foregoing, The Purchaser has had the opportunity to conduct its own independent investigation. (je) Purchaser understands that Except as may be required to comply with the Securities shall bear the following legend terms of this Agreement, no permit, consent, approval or one substantially similar thereto, which Purchaser has read and understands: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES . (k) Any sales, transfersauthorization of, or other dispositions of the Securities by Purchaserdeclaration, if any, will be made in compliance filing or registration with the Securities Act and all applicable rules and regulations promulgated thereunder. (l) Purchaser further represents that the address of Purchaser set forth on the signature page any governmental or regulatory authority is its principal place of business; that Purchaser is purchasing the Securities for Purchaser’s own account and not, in whole or in part, for the account of any other person; and that Purchaser has not formed any entity, and is not an entity formed, for the purpose of purchasing the Securities. (m) Purchaser represents and warrants that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation required in connection with the execution and delivery by the Purchaser of this Agreement and the consummation of the transactions contemplated by this Agreementhereby. (nf) No representation or warranty by the Purchaser is aware in the Purchaser Transaction Documents or any certificate or other document furnished or to be furnished to Seller by the Purchaser pursuant thereto contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to purchase the Securities. Purchaser is proceeding on the assumption that there exists material, non-public information concerning the Company and its direct and indirect Subsidiaries circumstances in which is not or may not be known to the Purchaser and that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with the purchase of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on any disclosure or non- disclosure made or not they are made, or the completeness thereof, in connection with or arising out of its purchase of the Securities; (iii) Purchaser has no claims against the Company with respect to the foregoing and if any such claim may exist, Purchaser, recognizing its disclaimer of reliance and the Company’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against the Company or any of the Company’s affiliates, directors, officers, employees, agents, advisors and shareholders; (iv) the Company shall not have any liability; and (v) Purchaser waives and releases any claim that it might have against the Company or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of any material, non-public information concerning the Company and its direct and indirect Subsidiariesmisleading.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser represents and warrants to the Company, only with respect to itselfas of the applicable Closing Date on which such Purchaser purchased Notes, as follows: : This Agreement and the Note issued to Purchaser constitute the legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its respective terms. Purchaser, to the extent applicable, has acquired the Note for Purchaser’s own account, with the intention of holding the same for investment and not with a view to the distribution thereof in violation of federal and state securities laws. Purchaser understands, to the extent applicable, that the Note has not been registered under the Securities Act of 1933 (athe “Securities Act”) or any applicable state securities laws in reliance upon exemptions contained in the Securities Act and such applicable state securities laws, and that the Company’s reliance upon such exemptions is based in part on the representations of Purchaser contained in this Agreement. Purchaser further understands and acknowledges that the Note must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or unless such disposition is exempt from registration thereunder. Purchaser is an “accredited investor” as such term is defined by in Rule 501 promulgated under the Securities Act. Purchaser is (i) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its making the investment contemplated hereby, and (ii) understands that an investment in the Securities Company involves significant risks and has the ability and capacity to protect its interests. (b) Purchaser understands that the Securities is suitable only for persons of adequate financial means who have not been registeredno need for liquidity in this investment. Purchaser understands represents that no assurances or guarantees have been made to Purchaser by anyone, including the Securities will not be registered under the Securities Act in reliance upon an exemption in reliance on Section 4(a)(2) of the Securities Act. (c) Purchaser understands and acknowledges that the Company has previously received aggregate purchases in excess of the Minimum Offering Amount and that Company’s management, regarding whether the Company will receive be profitable. Purchaser acknowledges that Purchaser may lose all or a portion of Purchaser’s investment in the Purchase Price Company. It is specifically understood and agreed by Purchaser that no person in the Company’s management, and no employee, agent or representative of the Company, has made, nor by this Agreement shall be construed to make, directly from or indirectly, explicitly or by implication, any representation, warranty, projection, assumption, promise, covenant, opinion, recommendation or other statement of any kind or nature with respect to the anticipated profits or losses of the Company. The Company has made available to Purchaser and that Purchaser’s accountants, attorneys and other advisors full and complete information concerning the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. (d) financial structure of the Company and any other available data requested by Purchaser as a basis for estimating the potential profits and losses of the Company, and Purchaser acknowledges that Purchaser has either reviewed such knowledge and experience in financial and business matters that information or has waived review of such information. TriplePulse Note Purchase Agreement If Purchaser is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect thereto. (e) Purchaser is purchasing the Securities for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (f) Purchaser has all requisite legal and other power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Purchaser, enforceable in accordance with its terms, except: (i) as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (g) There are no actions, suits, proceedings or investigations pending against Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby. (h) The execution, delivery and performance of and compliance with this Agreement and the issuance of the Securities to Purchaser will not result in any violation of, or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Purchaser is a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by Purchaser. (i) Purchaser is aware that the Securities will be (unless registered by the Company), when issued, “restricted securities” U.S. Person as that term is defined in Rule 144 902(o) of the general rules and regulations Regulation S promulgated under the Securities ActAct (“Regulation S”), then such Purchaser shall not offer and may not be offeredsell the Notes (or the securities issuable upon conversion of the Notes) to any U.S. Person except in accordance with Regulation S and any other applicable law of the United States. Purchaser acknowledges that, sold or transferred except pursuant in addition to an effective registration statement or an exemption from registration any legend required under applicable securities laws, the Securities Act. (j) certificates and instruments evidencing the Notes, acquired by Purchaser understands that the Securities shall will bear the following legend or one substantially similar thereto, which Purchaser has read and understands: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES . (k) Any sales, transfers, or other dispositions of the Securities by Purchaser, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (l) Purchaser further represents that the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is purchasing the Securities for Purchaser’s own account and not, in whole or in part, for the account of any other person; and that Purchaser has not formed any entity, and is not an entity formed, for the purpose of purchasing the Securities. (m) Purchaser represents and warrants that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement. (n) Purchaser is aware of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to purchase the Securities. Purchaser is proceeding on the assumption that there exists material, non-public information concerning the Company and its direct and indirect Subsidiaries which is not or may not be known to the Purchaser and that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with the purchase of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on any disclosure or non- disclosure made or not made, or the completeness thereof, in connection with or arising out of its purchase of the Securities; (iii) Purchaser has no claims against the Company with respect to the foregoing and if any such claim may exist, Purchaser, recognizing its disclaimer of reliance and the Company’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against the Company or any of the Company’s affiliates, directors, officers, employees, agents, advisors and shareholders; (iv) the Company shall not have any liability; and (v) Purchaser waives and releases any claim that it might have against the Company or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of any material, non-public information concerning the Company and its direct and indirect Subsidiaries.legends:

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each By signing this Agreement, each undersigned Purchaser hereby represents and warrants to the Company as follows as an inducement to the Company to accept the subscription of the Purchaser: (A) The Purchaser acknowledges and agrees that (i) the offering and sale of the Securities are intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, (ii) the Securities have not been registered under the Securities Act and (iii) that the Company has represented to the Purchaser (assuming the veracity of the representations of the Purchaser made herein and in the Questionnaire annexed hereto at Exhibit A) that the Securities have been offered and sold by the Company in reliance upon an exemption from registration provided in Section 4(2) of the Securities Act and Regulation D thereunder. In accordance therewith and in furtherance thereof, the Purchaser represents and warrants to and agrees with the Company, only with respect to itself, as follows: (a) Purchaser Company that it is an “accredited investor” investor (as defined by in Rule 501 promulgated under the Securities Act. Purchaser is capable ) for the reason indicated in Article I of evaluating the merits and risks of its investment in the Securities and has the ability and capacity to protect its intereststhis Subscription Agreement. (bB) The Purchaser hereby represents and warrants that the Purchaser is acquiring the Securities hereunder for its own account for investment and not with a view to distribution, and with no present intention of distributing the Securities or selling the Securities for distribution. The Purchaser understands that the Securities are being sold to the Purchaser in a transaction which is exempt from the registration requirements of the Securities Act. Accordingly, the Purchaser acknowledges that it has been advised that the Securities have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act and are being sold by the Company in reliance upon an the veracity of the Purchaser’s representations contained herein and upon the exemption in reliance on Section 4(a)(2) from the registration requirements provided by the Securities Act and the securities laws of all applicable states. The Purchaser’s acquisition of the Securities Actshall constitute a confirmation of the foregoing representation and warranty and understanding thereof. (cC) The Purchaser understands and acknowledges that the Company has previously received aggregate purchases in excess of the Minimum Offering Amount and that the Company will receive the Purchase Price directly from the (or its “Purchaser and that the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. (dRepresentative” if any) Purchaser acknowledges that Purchaser has such knowledge and experience in financial and business matters as is required for evaluating the merits and risks of making this investment, and the Purchaser or its Purchaser Representative(s) has received such information requested by the Purchaser concerning the business, management and financial affairs of the Company in order to evaluate the merits and risks of making this investment. Further, the Purchaser acknowledges that the Purchaser has had the opportunity to ask questions of, and receive answers from, the officers of the Company concerning the terms and conditions of this investment and to obtain information relating to the organization, operation and business of the Company and of the Company's contracts, agreements and obligations or needed to verify the accuracy of any information contained herein or any other information about the Company. Except as set forth in this Agreement, no representation or warranty is made by the Company to induce the Purchaser to make this investment, and any representation or warranty not made herein or therein is specifically disclaimed and no information furnished to the Purchaser or the Purchaser’s advisor(s) in connection with the sale were in any way inconsistent with the information stated herein. The Purchaser further understands and acknowledges that no person has been authorized by the Company to make any representations or warranties concerning the Company, including as to the accuracy or completeness of the information contained in this Agreement. (D) The Purchaser is capable making the foregoing representations and warranties with the intent that they may be relied upon by the Company in determining the suitability of evaluating the sale of the Securities to the Purchaser for purposes of federal and state securities laws. Accordingly, each Purchaser represents and warrants that the information stated herein is true, accurate and complete, and agrees to notify and supply corrective information promptly to the Company as provided above if any of such information becomes inaccurate or incomplete. The Purchaser has completed this Agreement and Questionnaire, has delivered it herewith and represents and warrants that it is accurate and true in all respects and that it accurately and completely sets forth the financial condition of the Purchaser on the date hereof. The Purchaser has no reason to expect there will be any material adverse change in its financial condition and will advise the Company of any such changes occurring prior to the closing or termination of the Offering. (E) The Purchaser is not subscribing for any of the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with investments in Securities generally. (F) The Purchaser has received or obtained access to certain information regarding the Company, including this Agreement, the SEC Reports and other accompanying documents of the Company receipt of which is hereby acknowledged. The Purchaser has carefully reviewed all information provided to it and has carefully evaluated and understands the risks described therein related to the Company and an investment in the Company, and understands and has relied only on the information provided to it in writing by the Company relating to this investment. No agent prepared any of the information to be delivered to prospective investors in connection with this transaction. Prospective investors are advised to conduct their own review of the business, properties and affairs of the Company before subscribing to purchase the Securities. (G) The Purchaser also understands and agrees that, although the Company will use its best efforts to keep the information provided in this Agreement strictly confidential, the Company or its counsel may present this Agreement and the information provided in answer to it to such parties as they may deem advisable if called upon to establish the availability under any federal or state securities laws of an exemption from registration of the private placement or if the contents thereof are relevant to any issue in any action, suit or proceeding to which the Company or its affiliates is a party, or by which they are or may be bound or as otherwise required by law or regulatory authority. (H) The individual signing below on behalf of any entity hereby warrants and represents that he/she is authorized to execute this Agreement on behalf of such entity. If an individual, the Purchaser has reached the age of majority in the state in which the Purchaser resides. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action, if any, in respect thereof on the part of Purchasers and no other proceedings on the part of Purchasers are necessary to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchasers and constitutes a valid and binding obligation of Purchasers, enforceable against Purchasers in accordance with its terms (subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (whether applied in a proceeding in equity or at law)). (I) The Purchaser is aware that the offering of the Securities involves securities for which only a limited trading market exists, thereby requiring any investment to be maintained for an indefinite period of time. The purchase of the Securities involves risks which the Purchaser has evaluated, and the Purchaser is able to bear the economic risk of the purchase of such Securities and the loss of its entire investment. The undersigned is able to bear the substantial economic risk of the investment for an indefinite period of time, has no need for liquidity in such investment and can afford a complete loss of such investment. The Purchaser’s overall commitment to investments that are not readily marketable is not, and his acquisition of the Securities will not cause such overall commitment to become, disproportionate to his net worth and the Purchaser has adequate means of providing for its current needs and contingencies. (J) The Purchaser acknowledges and agrees that there is no “minimum” offering amount for the Securities. The Purchaser acknowledges and agrees that funds may be immediately released to the Company. (K) In entering into this Agreement and in purchasing the Securities, the Purchaser further acknowledges that: (i) The Company has informed the Purchaser that the Securities have not been offered for sale by means of general advertising or solicitation and the Purchaser acknowledges that it has either a pre-existing personal or business relationship with either the Company or any of its officers, directors or controlling person, of a nature and duration such as would enable a reasonable prudent investor to be aware of the character, business acumen, and general business and financial circumstances of the Company and an investment in the Securities. (ii) Neither the Securities nor any interest therein may be resold by the Purchaser in the absence of a registration under the Securities Act or an exemption from registration. In particular, the Purchaser is aware that all of the foregoing described Securities will be “restricted securities”, as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144, unless the conditions thereof are met. Other than set forth in this Agreement, the Company has no obligation to register any securities purchased or issuable hereunder. (iii) The following legends (or similar language) shall be placed on the certificate(s) or other instruments evidencing the Securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH NOTES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH NOTES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH NOTES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS. (iv) The Company may at any time place a stop transfer order on its transfer books against the Securities. Such stop order will be removed, and further transfer of the Securities will be permitted, upon an effective registration of the respective Securities, or the receipt by the Company of an opinion of counsel satisfactory to the Company that such further transfer may be effected pursuant to an applicable exemption from registration. (L) The Company has employed its own legal counsel in connection with the Offering. The Purchasers have not been represented by independent counsel in connection with the preparation of this Agreement or the terms of this Offering and no investigation of the merits or fairness of the Offering has been conducted on behalf of the Purchasers. Prospective Purchasers should consult with their own legal, tax and financial advisors with respect to the Offering made pursuant to this Agreement. (M) (insert name of Purchaser Representative: if none leave blank) has acted as the Purchaser’s Purchaser Representative for purposes of the private placement exemption under the Act. If the Purchaser has appointed a Purchaser Representative (which term is used herein with the same meaning as given in Rule 501(h) of Regulation D), the Purchaser has been advised by his Purchaser Representative as to the merits and risks of an investment in the Securities Company in general and the suitability of making an informed investment decision with respect thereto. (e) Purchaser is purchasing the Securities for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investmentfor the Purchaser in particular. (f) Purchaser has all requisite legal and other power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Purchaser, enforceable in accordance with its terms, except: (i) as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (g) There are no actions, suits, proceedings or investigations pending against Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby. (hN) The executionundersigned hereby acknowledges that officers, delivery affiliates, employees and performance of and compliance with this Agreement and the issuance directors of the Company and/or the Selling Agents may purchase Securities to Purchaser will not result in any violation ofthe Offering. (O) It never has been represented, guaranteed or conflict with, or constitute a default underwarranted by the Company, any of Purchaser’s articles the officers, directors, stockholders, partners, employees or agents of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicablethe Company, or any agreement to which Purchaser is a party other persons, whether expressly or by which it is boundimplication, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by Purchaser. (i) Purchaser is aware that the Securities will be (unless registered by the Company), when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Securities Act, and may not be offered, sold or transferred except pursuant to an effective registration statement or an exemption from registration under the Securities Act. (j) Purchaser understands that the Securities shall bear the following legend or one substantially similar thereto, which Purchaser has read and understandsthat: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES . (k) Any sales, transfers, or other dispositions of the Securities by Purchaser, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (l) Purchaser further represents that the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is purchasing the Securities for Purchaser’s own account and not, in whole or in part, for the account of any other person; and that Purchaser has not formed any entity, and is not an entity formed, for the purpose of purchasing the Securities. (m) Purchaser represents and warrants that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement. (n) Purchaser is aware of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to purchase the Securities. Purchaser is proceeding on the assumption that there exists material, non-public information concerning the Company and its direct and indirect Subsidiaries which is not or may not be known to the Purchaser and that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with the purchase of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on Purchasers will realize any disclosure given percentage of profits and/or amount or non- disclosure made type of consideration, profit or not made, or the completeness thereof, in connection with or arising out of its purchase of the Securities; (iii) Purchaser has no claims against the Company with respect to the foregoing and if any such claim may exist, Purchaser, recognizing its disclaimer of reliance and the Company’s reliance on such disclaimer loss as a condition to entering into this transaction, covenants and agrees not to assert it against the Company or any result of the Company’s affiliates, directors, officers, employees, agents, advisors and shareholdersactivities or the Purchaser’s investment in the Company; or (ivii) the Company shall not have any liability; and (v) Purchaser waives and releases any claim that it might have against past performance or experience of the Company management of the Company, or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of any materialother person, non-public information concerning will in any way indicate the Company and its direct and indirect Subsidiariespredictable results of the ownership of the Securities or of the Company’s activities.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser Purchaser, severally and not jointly, hereby represents and warrants to the Company, only with respect to itself, as followsCompany that: (a) 4.1 Such Purchaser is an “accredited investor” as that term is defined by in Rule 501 of Regulation D promulgated under the Securities Act. Purchaser is capable of evaluating the merits and risks of its investment in the Securities and has the ability and capacity to protect its interests. (b) Purchaser understands that the Securities have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act in reliance upon an exemption in reliance on Section 4(a)(2) of the Securities Act. (c) 4.2 The Shares are being acquired by such Purchaser understands and acknowledges that the Company has previously received aggregate purchases in excess of the Minimum Offering Amount and that the Company will receive the Purchase Price directly from the Purchaser and that the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. (d) Purchaser acknowledges that Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect thereto. (e) Purchaser is purchasing the Securities for its own account, only for investment purposes and not with a view to to, or for resale in connection with, any public distribution or resale, nor with public offering thereof within the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions meaning of the Securities Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (f) Purchaser 4.3 Such purchaser has been duly organized or formed and is validly existing and in good standing under the laws of its jurisdiction of organization or formation and has all requisite legal and other necessary power and authority to execute and deliver enter into this Agreement and to carry out consummate the transactions contemplated hereby. 4.4 All action necessary to be taken by such Purchaser to authorize the execution, delivery and perform its obligations under the terms performance of this AgreementAgreement and all other agreements and instruments delivered by such Purchaser in connection with the transactions contemplated hereby and thereby has been duly and validly taken. This Agreement has been duly executed and delivered by such Purchaser. This Agreement constitutes a valid the valid, binding and legally binding enforceable obligation of such Purchaser, enforceable in accordance with its terms, except: (i) except as enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other or similar laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to general principles of equity. The purchase by such Purchaser of the availability Shares does not conflict with the organizational documents of specific performance, injunctive relief or other equitable remedies. (g) There are no actions, suits, proceedings or investigations pending against such Purchaser or Purchaser’s assets before with any court material contract under which such Purchaser or governmental agency (nor, to Purchaser’s knowledge, its property is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby. (h) The execution, delivery and performance of and compliance with this Agreement and the issuance of the Securities to Purchaser will not result in any violation of, or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicablebound, or any agreement to which Purchaser is a party laws or by which it is boundregulations or decree, nor result in the creation ruling or judgment of any mortgage, pledge, lien, encumbrance court applicable to such Purchaser or charge against any its property. 4.5 Such Purchaser understands and acknowledges that the offering of the assets or properties of Purchaser or the Securities purchased by Purchaser. (i) Purchaser is aware that the Securities Shares pursuant to this Agreement will not be (unless registered by the Company), when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Securities Act, Act on the grounds that the offering and may not be offered, sold or transferred except pursuant to an effective registration statement or an exemption sale of the Shares is exempt from registration under the Securities Act. (jAct pursuant to Section 4(a)(2) thereof and exempt from registration pursuant to applicable state securities or blue sky laws, and that the Company’s reliance upon such exemptions is predicated upon such Purchaser’s representations and warranties set forth in this Agreement. Such Purchaser understands and acknowledges that the Securities shall bear the following legend or one substantially similar thereto, which Purchaser has read and understands: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES . (k) Any sales, transfers, or other dispositions of the Securities by Purchaser, if any, Shares will be made in compliance with characterized as “restricted securities” under the Securities Act and all applicable rules such laws and regulations promulgated thereundermay not be sold unless the Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available. 4.6 Such Purchaser (la) Purchaser further represents that is sufficiently experienced in financial and business matters to be capable of evaluating the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is merits and risks involved in purchasing the Securities for Shares and to make an informed decision relating thereto, (b) has the ability to bear the economic risk of such Purchaser’s own account prospective investment in the Shares and not(c) has not been offered the Shares by any form of advertisement, article, notice or other communication published in whole any newspaper, magazine, or in partsimilar medium; or broadcast over television or radio; or any seminar or meeting whose attendees have been invited by any such medium. 4.7 Such Purchaser has a substantive, for pre-existing relationship with the account Company. Such Purchaser (a) was not identified or contacted through the marketing of any other person; the IPO and that (b) did not independently contact the Company as a result of the general solicitation by means of the Registration Statement. 4.8 Such Purchaser has not formed incurred any entity, and is not an entity formed, liability for the purpose of purchasing the Securities. (m) Purchaser represents and warrants that no any finder, broker, agent, financial advisor ’s fees or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation similar payments in connection with the transactions contemplated herein contemplated. 4.9 Such Purchaser will have available at the closing sufficient funds to acquire the Shares to be purchased by such Purchaser pursuant to this Agreement. 4.10 Such Purchaser has delivered a completed and executed IRS Form W-9 and will complete, execute and deliver such additional documentation related to tax withholding or tax filings as the Company may request from time to time. Such Purchaser confirms that such IRS Form W-9 is true, correct and complete in all respects. 4.11 The amounts to be paid by such Purchaser to the Company in respect of the Purchase Price are not, and will not be, directly, or to such Purchaser’s knowledge indirectly, derived from activities that may contravene federal, state or foreign laws and regulations, including anti money laundering and terrorist financing laws and regulations, and, to the best of such Purchaser’s knowledge, neither (na) such Purchaser, nor (b) any person or entity for which such Purchaser is aware of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to purchase the Securities. Purchaser is proceeding on the assumption that there exists material, non-public information concerning the Company and its direct and indirect Subsidiaries which is not acting as agent or may not be known to the Purchaser and that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with the purchase of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on any disclosure or non- disclosure made or not made, or the completeness thereof, nominee in connection with this Agreement is located in a country or arising out territory, or is an individual or entity named on any list administered by the U.S. Treasury Department’s Office of its purchase of the Securities; Foreign Assets Control (iii“OFAC”), nor is any such person or entity prohibited (nor will they be prohibited) Purchaser has no claims against from investing in the Company under any OFAC administered sanctions or embargo programs. The Company reserves the right to request such information as is necessary to verify the identity of such Purchaser or any individual or entity having signatory or other similar authority over such Purchaser with respect to this Agreement and the transactions contemplated hereby, and may seek to verify such identity and the source of funds for the Purchase Price. 4.12 Concurrently with entering into this Agreement, such Purchaser will enter into a customary 180-day underwriters’ lock-up agreement with respect to the foregoing and if any such claim may exist, Purchaser, recognizing its disclaimer Shares consistent with the form of reliance and the Company’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against lock-up agreement affiliates of the Company or any of are required to enter into in connection with the Company’s affiliates, directors, officers, employees, agents, advisors and shareholders; (iv) the Company shall not have any liability; and (v) Purchaser waives and releases any claim that it might have against the Company or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of any material, non-public information concerning the Company and its direct and indirect SubsidiariesIPO.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each By signing this Agreement, each undersigned Purchaser hereby represents and warrants to the Company as follows as an inducement to the Company to accept the subscription of the Purchaser: (A) The Purchaser acknowledges and agrees that (i) the offering and sale of the Securities are intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, (ii) the Securities have not been registered under the Securities Act and (iii) that the Company has represented to the Purchaser (assuming the veracity of the representations of the Purchaser made herein and in the Questionnaire annexed hereto at Exhibit A) that the Securities have been offered and sold by the Company in reliance upon an exemption from registration provided in Section 4(2) of the Securities Act and Regulation D thereunder. In accordance therewith and in furtherance thereof, the Purchaser represents and warrants to and agrees with the Company, only with respect to itself, as follows: (a) Purchaser Company that it is an “accredited investor” investor (as defined by in Rule 501 promulgated under the Securities Act. Purchaser is capable ) for the reason indicated in Article I of evaluating the merits and risks of its investment in the Securities and has the ability and capacity to protect its intereststhis Subscription Agreement. (bB) The Purchaser hereby represents and warrants that the Purchaser is acquiring the Securities hereunder for its own account for investment and not with a view to distribution, and with no present intention of distributing the Securities or selling the Securities for distribution. The Purchaser understands that the Securities are being sold to the Purchaser in a transaction which is exempt from the registration requirements of the Securities Act. Accordingly, the Purchaser acknowledges that it has been advised that the Securities have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act and are being sold by the Company in reliance upon an the veracity of the Purchaser’s representations contained herein and upon the exemption in reliance on Section 4(a)(2) from the registration requirements provided by the Securities Act and the securities laws of all applicable states. The Purchaser’s acquisition of the Securities Actshall constitute a confirmation of the foregoing representation and warranty and understanding thereof. (cC) The Purchaser understands and acknowledges that the Company has previously received aggregate purchases in excess of the Minimum Offering Amount and that the Company will receive the Purchase Price directly from the (or its “Purchaser and that the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. (dRepresentative”, if any) Purchaser acknowledges that Purchaser has such knowledge and experience in financial and business matters as is required for evaluating the merits and risks of making this investment, and the Purchaser or its Purchaser Representative(s) has received such information requested by the Purchaser concerning the business, management and financial affairs of the Company in order to evaluate the merits and risks of making this investment. Further, the Purchaser acknowledges that the Purchaser has had the opportunity to ask questions of, and receive answers from, the officers of the Company concerning the terms and conditions of this investment and to obtain information relating to the organization, operation and business of the Company and of the Company's contracts, agreements and obligations or needed to verify the accuracy of any information contained herein or any other information about the Company. Except as set forth in this Agreement, no representation or warranty is made by the Company to induce the Purchaser to make this investment, and any representation or warranty not made herein or therein is specifically disclaimed and no information furnished to the Purchaser or the Purchaser’s advisor(s) in connection with the sale were in any way inconsistent with the information stated herein. The Purchaser further understands and acknowledges that no person has been authorized by the Company to make any representations or warranties concerning the Company, including as to the accuracy or completeness of the information contained in this Agreement. (D) The Purchaser is capable making the foregoing representations and warranties with the intent that they may be relied upon by the Company in determining the suitability of evaluating the sale of the Securities to the Purchaser for purposes of federal and state securities laws. Accordingly, each Purchaser represents and warrants that the information stated herein is true, accurate and complete, and agrees to notify and supply corrective information promptly to the Company as provided above if any of such information becomes inaccurate or incomplete. The Purchaser has completed this Agreement and Questionnaire, has delivered it herewith and represents and warrants that it is accurate and true in all respects and that it accurately and completely sets forth the financial condition of the Purchaser on the date hereof. The Purchaser has no reason to expect there will be any material adverse change in its financial condition and will advise the Company of any such changes occurring prior to the closing or termination of the Offering. (E) The Purchaser is not subscribing for any of the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with investments in Securities generally. (F) The Purchaser has received or obtained access to certain information regarding the Company, including this Agreement, the SEC Reports and other accompanying documents of the Company receipt of which is hereby acknowledged. The Purchaser has carefully reviewed all information provided to it and has carefully evaluated and understands the risks described therein related to the Company and an investment in the Company, and understands and has relied only on the information provided to it in writing by the Company relating to this investment. No agent prepared any of the information to be delivered to prospective investors in connection with this transaction. Prospective investors are advised to conduct their own review of the business, properties and affairs of the Company before subscribing to purchase the Securities. (G) The Purchaser also understands and agrees that, although the Company will use its best efforts to keep the information provided in this Agreement strictly confidential, the Company or its counsel may present this Agreement and the information provided in answer to it to such parties as they may deem advisable if called upon to establish the availability under any federal or state securities laws of an exemption from registration of the private placement or if the contents thereof are relevant to any issue in any action, suit or proceeding to which the Company or its affiliates is a party, or by which they are or may be bound or as otherwise required by law or regulatory authority. (H) The individual signing below on behalf of any entity hereby warrants and represents that he/she is authorized to execute this Agreement on behalf of such entity. If an individual, the Purchaser has reached the age of majority in the state in which the Purchaser resides. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action, if any, in respect thereof on the part of Purchasers and no other proceedings on the part of Purchasers are necessary to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchasers and constitutes a valid and binding obligation of Purchasers, enforceable against Purchasers in accordance with its terms (subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (whether applied in a proceeding in equity or at law)). (I) The Purchaser is aware that the offering of the Securities involves securities for which only a limited trading market exists, thereby requiring any investment to be maintained for an indefinite period of time. The purchase of the Securities involves risks which the Purchaser has evaluated, and the Purchaser is able to bear the economic risk of the purchase of such Securities and the loss of its entire investment. The undersigned is able to bear the substantial economic risk of the investment for an indefinite period of time, has no need for liquidity in such investment and can afford a complete loss of such investment. The Purchaser’s overall commitment to investments that are not readily marketable is not, and his acquisition of the Securities will not cause such overall commitment to become, disproportionate to his net worth and the Purchaser has adequate means of providing for its current needs and contingencies. (J) The Purchaser acknowledges and agrees that there is no “minimum” offering amount for the Securities offered hereby. The Purchaser acknowledges and agrees that funds may be immediately released to the Company. (K) In entering into this Agreement and in purchasing the Securities, the Purchaser further acknowledges that: (i) The Company has informed the Purchaser that the Securities have not been offered for sale by means of general advertising or solicitation and the Purchaser acknowledges that it has either a pre-existing personal or business relationship with either the Company or any of its officers, directors or controlling person, of a nature and duration such as would enable a reasonable prudent investor to be aware of the character, business acumen, and general business and financial circumstances of the Company and an investment in the Securities. (ii) Neither the Securities nor any interest therein may be resold by the Purchaser in the absence of a registration under the Securities Act or an exemption from registration. In particular, the Purchaser is aware that all of the foregoing described Securities will be “restricted securities”, as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144, unless the conditions thereof are met. Other than set forth in this Agreement, the Company has no obligation to register any securities purchased or issuable hereunder. (iii) The following legends (or similar language) shall be placed on the certificate(s) or other instruments evidencing the Securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH NOTES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH NOTES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH NOTES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS. (iv) The Company may at any time place a stop transfer order on its transfer books against the Securities. Such stop order will be removed, and further transfer of the Securities will be permitted, upon an effective registration of the respective Securities, or the receipt by the Company of an opinion of counsel satisfactory to the Company that such further transfer may be effected pursuant to an applicable exemption from registration. (L) The Company has employed its own legal counsel in connection with the Offering. The Purchasers have not been represented by independent counsel in connection with the preparation of this Agreement or the terms of this Offering and no investigation of the merits or fairness of the Offering has been conducted on behalf of the Purchasers. Prospective Purchasers should consult with their own legal, tax and financial advisors with respect to the Offering made pursuant to this Agreement. (M) (insert name of Purchaser Representative: if none leave blank) has acted as the Purchaser’s Purchaser Representative for purposes of the private placement exemption under the Act. If the Purchaser has appointed a Purchaser Representative (which term is used herein with the same meaning as given in Rule 501(h) of Regulation D), the Purchaser has been advised by his Purchaser Representative as to the merits and risks of an investment in the Securities Company in general and the suitability of making an informed investment decision with respect thereto. (e) Purchaser is purchasing the Securities for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investmentfor the Purchaser in particular. (f) Purchaser has all requisite legal and other power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Purchaser, enforceable in accordance with its terms, except: (i) as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (g) There are no actions, suits, proceedings or investigations pending against Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby. (hN) The executionundersigned hereby acknowledges that officers, delivery affiliates, employees and performance of and compliance with this Agreement and the issuance directors of the Company and/or the Selling Agents may purchase Securities to Purchaser will not result in any violation ofthe Offering. (O) It never has been represented, guaranteed or conflict with, or constitute a default underwarranted by the Company, any of Purchaser’s articles the officers, directors, stockholders, partners, employees or agents of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicablethe Company, or any agreement to which Purchaser is a party other persons, whether expressly or by which it is boundimplication, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by Purchaser. (i) Purchaser is aware that the Securities will be (unless registered by the Company), when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Securities Act, and may not be offered, sold or transferred except pursuant to an effective registration statement or an exemption from registration under the Securities Act. (j) Purchaser understands that the Securities shall bear the following legend or one substantially similar thereto, which Purchaser has read and understandsthat: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES . (k) Any sales, transfers, or other dispositions of the Securities by Purchaser, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (l) Purchaser further represents that the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is purchasing the Securities for Purchaser’s own account and not, in whole or in part, for the account of any other person; and that Purchaser has not formed any entity, and is not an entity formed, for the purpose of purchasing the Securities. (m) Purchaser represents and warrants that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement. (n) Purchaser is aware of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to purchase the Securities. Purchaser is proceeding on the assumption that there exists material, non-public information concerning the Company and its direct and indirect Subsidiaries which is not or may not be known to the Purchaser and that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with the purchase of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on Purchasers will realize any disclosure given percentage of profits and/or amount or non- disclosure made type of consideration, profit or not made, or the completeness thereof, in connection with or arising out of its purchase of the Securities; (iii) Purchaser has no claims against the Company with respect to the foregoing and if any such claim may exist, Purchaser, recognizing its disclaimer of reliance and the Company’s reliance on such disclaimer loss as a condition to entering into this transaction, covenants and agrees not to assert it against the Company or any result of the Company’s affiliates, directors, officers, employees, agents, advisors and shareholdersactivities or the Purchaser’s investment in the Company; or (ivii) the Company shall not have any liability; and (v) Purchaser waives and releases any claim that it might have against past performance or experience of the Company management of the Company, or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of any materialother person, non-public information concerning will in any way indicate the Company and its direct and indirect Subsidiariespredictable results of the ownership of the Securities or of the Company’s activities.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each By signing this Agreement, each undersigned Purchaser hereby represents and warrants to the Company as follows as an inducement to the Company to accept the subscription of the Purchaser: (A) The Purchaser acknowledges and agrees that (i) the offering and sale of the Securities are intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, (ii) the Securities have not been registered under the Securities Act and (iii) that the Company has represented to the Purchaser (assuming the veracity of the representations of the Purchaser made herein and in the Questionnaire annexed hereto at Exhibit A) that the Securities have been offered and sold by the Company in reliance upon an exemption from registration provided in Section 4(2) of the Securities Act and Regulation D thereunder. In accordance therewith and in furtherance thereof, the Purchaser represents and warrants to and agrees with the Company, only with respect to itself, as follows: (a) Purchaser Company that it is an “accredited investor” investor (as defined by in Rule 501 promulgated under the Securities Act. Purchaser is capable ) for the reason indicated in Article I of evaluating the merits and risks of its investment in the Securities and has the ability and capacity to protect its intereststhis Subscription Agreement. (bB) The Purchaser hereby represents and warrants that the Purchaser is acquiring the Securities hereunder for its own account for investment and not with a view to distribution, and with no present intention of distributing the Securities or selling the Securities for distribution. The Purchaser understands that the Securities are being sold to the Purchaser in a transaction which is exempt from the registration requirements of the Securities Act. Accordingly, the Purchaser acknowledges that it has been advised that the Securities have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act and are being sold by the Company in reliance upon an the veracity of the Purchaser’s representations contained herein and upon the exemption in reliance on Section 4(a)(2) from the registration requirements provided by the Securities Act and the securities laws of all applicable states. The Purchaser’s acquisition of the Securities Actshall constitute a confirmation of the foregoing representation and warranty and understanding thereof. (cC) The Purchaser understands and acknowledges that the Company has previously received aggregate purchases in excess of the Minimum Offering Amount and that the Company will receive the Purchase Price directly from the (or its “Purchaser and that the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. (dRepresentative”, if any) Purchaser acknowledges that Purchaser has such knowledge and experience in financial and business matters as is required for evaluating the merits and risks of making this investment, and the Purchaser or its Purchaser Representative(s) has received such information requested by the Purchaser concerning the business, management and financial affairs of the Company in order to evaluate the merits and risks of making this investment. Further, the Purchaser acknowledges that the Purchaser has had the opportunity to ask questions of, and receive answers from, the officers of the Company concerning the terms and conditions of this investment and to obtain information relating to the organization, operation and business of the Company and of the Company's contracts, agreements and obligations or needed to verify the accuracy of any information contained herein or any other information about the Company. Except as set forth in this Agreement, no representation or warranty is made by the Company to induce the Purchaser to make this investment, and any representation or warranty not made herein or therein is specifically disclaimed and no information furnished to the Purchaser or the Purchaser’s advisor(s) in connection with the sale were in any way inconsistent with the information stated herein. The Purchaser further understands and acknowledges that no person has been authorized by the Company to make any representations or warranties concerning the Company, including as to the accuracy or completeness of the information contained in this Agreement. (D) The Purchaser is capable making the foregoing representations and warranties with the intent that they may be relied upon by the Company in determining the suitability of evaluating the sale of the Securities to the Purchaser for purposes of federal and state securities laws. Accordingly, each Purchaser represents and warrants that the information stated herein is true, accurate and complete, and agrees to notify and supply corrective information promptly to the Company as provided above if any of such information becomes inaccurate or incomplete. The Purchaser has completed this Agreement and Questionnaire, has delivered it herewith and represents and warrants that it is accurate and true in all respects and that it accurately and completely sets forth the financial condition of the Purchaser on the date hereof. The Purchaser has no reason to expect there will be any material adverse change in its financial condition and will advise the Company of any such changes occurring prior to the closing or termination of the Offering. (E) The Purchaser is not subscribing for any of the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with investments in Securities generally. (F) The Purchaser has received or obtained access to certain information regarding the Company, including this Agreement, the SEC Reports and other accompanying documents of the Company receipt of which is hereby acknowledged. The Purchaser has carefully reviewed all information provided to it and has carefully evaluated and understands the risks described therein related to the Company and an investment in the Company, and understands and has relied only on the information provided to it in writing by the Company relating to this investment. No agent prepared any of the information to be delivered to prospective investors in connection with this transaction. Prospective investors are advised to conduct their own review of the business, properties and affairs of the Company before subscribing to purchase the Securities. (G) The Purchaser also understands and agrees that, although the Company will use its best efforts to keep the information provided in this Agreement strictly confidential, the Company or its counsel may present this Agreement and the information provided in answer to it to such parties as they may deem advisable if called upon to establish the availability under any federal or state securities laws of an exemption from registration of the private placement or if the contents thereof are relevant to any issue in any action, suit or proceeding to which the Company or its affiliates is a party, or by which they are or may be bound or as otherwise required by law or regulatory authority. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission without the prior written consent of such Purchaser, except as required by federal securities law in connection with the disclosure of the transactions contemplated by this Agreement and otherwise to the extent such disclosure is required by law or regulation, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause. (H) The individual signing below on behalf of any entity hereby warrants and represents that he/she is authorized to execute this Agreement on behalf of such entity. If an individual, the Purchaser has reached the age of majority in the state in which the Purchaser resides. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action, if any, in respect thereof on the part of Purchasers and no other proceedings on the part of Purchasers are necessary to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchasers and constitutes a valid and binding obligation of Purchasers, enforceable against Purchasers in accordance with its terms (subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (whether applied in a proceeding in equity or at law)). (I) The Purchaser is aware that the offering of the Securities involves securities for which only a limited trading market exists, thereby requiring any investment to be maintained for an indefinite period of time. The purchase of the Securities involves risks which the Purchaser has evaluated, and the Purchaser is able to bear the economic risk of the purchase of such Securities and the loss of its entire investment. The undersigned is able to bear the substantial economic risk of the investment for an indefinite period of time, has no need for liquidity in such investment and can afford a complete loss of such investment. The Purchaser’s overall commitment to investments that are not readily marketable is not, and his acquisition of the Securities will not cause such overall commitment to become, disproportionate to his net worth and the Purchaser has adequate means of providing for its current needs and contingencies. (J) In entering into this Agreement and in purchasing the Securities, the Purchaser further acknowledges that: (i) The Company has informed the Purchaser that the Securities have not been offered for sale by means of general advertising or solicitation and the Purchaser acknowledges that it has either a pre-existing personal or business relationship with either the Company or any of its officers, directors or controlling person, of a nature and duration such as would enable a reasonable prudent investor to be aware of the character, business acumen, and general business and financial circumstances of the Company and an investment in the Securities. (ii) Neither the Securities nor any interest therein may be resold by the Purchaser in the absence of a registration under the Securities Act or an exemption from registration. In particular, the Purchaser is aware that all of the foregoing described Securities will be “restricted securities”, as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144, unless the conditions thereof are met. Other than set forth in this Agreement, the Company has no obligation to register any securities purchased or issuable hereunder. (iii) The following legend (or substantially similar language) shall be placed on the certificate(s) or other instruments evidencing the Securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH NOTES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH NOTES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH NOTES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS. (iv) The Company may at any time place a stop transfer order on its transfer books against the Securities. Such stop order will be removed, and further transfer of the Securities will be permitted, upon an effective registration of the respective Securities, or the receipt by the Company of an opinion of counsel satisfactory to the Company that such further transfer may be effected pursuant to an applicable exemption from registration. (K) The Company has employed its own legal counsel in connection with the Offering. The Purchasers have not been represented by independent counsel in connection with the preparation of this Agreement or the terms of this Offering and no investigation of the merits or fairness of the Offering has been conducted on behalf of the Purchasers. Each Purchaser has had the opportunity to consult with its own legal, tax and financial advisors with respect to the Offering made pursuant to this Agreement. (L) (insert name of Purchaser Representative: if none leave blank) has acted as the Purchaser’s Purchaser Representative for purposes of the private placement exemption under the Act. If the Purchaser has appointed a Purchaser Representative (which term is used herein with the same meaning as given in Rule 501(h) of Regulation D), the Purchaser has been advised by his Purchaser Representative as to the merits and risks of an investment in the Securities Company in general and the suitability of making an informed investment decision with respect thereto. (e) Purchaser is purchasing the Securities for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investmentfor the Purchaser in particular. (fM) Purchaser The undersigned hereby acknowledges that officers, affiliates, employees and directors of the Company and/or the Selling Agents may purchase Securities in the Offering on the same terms and conditions as the Purchasers. (N) It never has all requisite legal and been represented, guaranteed or warranted by the Company, any of the officers, directors, stockholders, partners, employees or agents of the Company, or any other power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Purchaserpersons, enforceable in accordance with its termswhether expressly or by implication, exceptthat: (i) the Company or the Purchasers will realize any given percentage of profits and/or amount or type of consideration, profit or loss as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws a result of general application affecting enforcement of creditors’ rights generally and the Company’s activities or the Purchaser’s investment in the Company; or (ii) as limited by laws the past performance or experience of the management of the Company, or of any other person, will in any way indicate the predictable results of the ownership of the Securities or of the Company’s activities. (O) The Purchaser acknowledges that any delivery to it of this Agreement relating to the availability Securities prior to the determination by the Company of specific performanceits suitability as a Purchaser shall not constitute an offer of the Securities until such determination of suitability shall be made, injunctive relief or other equitable remedies. (g) There are no actions, suits, proceedings or investigations pending against and the Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby. (h) The execution, delivery and performance of and compliance with hereby agrees that it shall promptly return this Agreement and the issuance of other Offering documents to the Securities to Purchaser will not result in any violation of, or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Purchaser is a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by Purchaser. (i) Purchaser is aware that the Securities will be (unless registered by the Company), when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Securities Act, and may not be offered, sold or transferred except pursuant to an effective registration statement or an exemption from registration under the Securities Act. (j) Company upon request. The Purchaser understands that the Securities Company shall bear have the following legend right to accept or one substantially similar thereto, which Purchaser has read and understands: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES . (k) Any sales, transfers, or other dispositions of the Securities by Purchaser, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (l) Purchaser further represents that the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is purchasing the Securities for Purchaser’s own account and not, reject this subscription in whole or in part, for the account of any other person; and that Purchaser has not formed any entity, and . Unless this subscription is not an entity formed, for the purpose of purchasing the Securities. (m) Purchaser represents and warrants that no finder, broker, agent, financial advisor accepted in whole or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement. (n) Purchaser is aware of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to purchase the Securities. Purchaser is proceeding on the assumption that there exists material, non-public information concerning the Company and its direct and indirect Subsidiaries which is not or may not be known to the Purchaser and that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with the purchase of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation part by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on any disclosure or non- disclosure made or not made, or the completeness thereof, this subscription shall be deemed rejected in connection with or arising out of its purchase of the Securities; (iii) Purchaser has no claims against the Company with respect to the foregoing and if any such claim may exist, Purchaser, recognizing its disclaimer of reliance and the Company’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against the Company or any of the Company’s affiliates, directors, officers, employees, agents, advisors and shareholders; (iv) the Company shall not have any liability; and (v) Purchaser waives and releases any claim that it might have against the Company or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of any material, non-public information concerning the Company and its direct and indirect Subsidiarieswhole.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each By signing this Agreement, each undersigned Purchaser hereby represents and warrants to the Company as follows as an inducement to the Company to accept the subscription of the Purchaser: (A) The Purchaser acknowledges and agrees that (i) the offering and sale of the Securities are intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, (ii) the Securities have not been registered under the Securities Act and (iii) that the Company has represented to the Purchaser (assuming the veracity of the representations of the Purchaser made herein and in the Questionnaire annexed hereto at Exhibit A) that the Securities have been offered and sold by the Company in reliance upon an exemption from registration provided in Section 4(2) of the Securities Act and Regulation D thereunder. In accordance therewith and in furtherance thereof, the Purchaser represents and warrants to and agrees with the Company, only with respect to itself, as follows: (a) Purchaser Company that it is an “accredited investor” investor (as defined by in Rule 501 promulgated under the Securities Act. Purchaser is capable ) for the reason indicated in Article I of evaluating the merits and risks of its investment in the Securities and has the ability and capacity to protect its intereststhis Subscription Agreement. (bB) The Purchaser hereby represents and warrants that the Purchaser is acquiring the Securities hereunder for its own account for investment and not with a view to distribution, and with no present intention of distributing the Securities or selling the Securities for distribution. The Purchaser understands that the Securities are being sold to the Purchaser in a transaction which is exempt from the registration requirements of the Securities Act. Accordingly, the Purchaser acknowledges that it has been advised that the Securities have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act and are being sold by the Company in reliance upon an the veracity of the Purchaser’s representations contained herein and upon the exemption in reliance on Section 4(a)(2) from the registration requirements provided by the Securities Act and the securities laws of all applicable states. The Purchaser’s acquisition of the Securities Actshall constitute a confirmation of the foregoing representation and warranty and understanding thereof. (cC) The Purchaser understands and acknowledges that the Company has previously received aggregate purchases in excess of the Minimum Offering Amount and that the Company will receive the Purchase Price directly from the (or its “Purchaser and that the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. (dRepresentative”, if any) Purchaser acknowledges that Purchaser has such knowledge and experience in financial and business matters as is required for evaluating the merits and risks of making this investment, and the Purchaser or its Purchaser Representative(s) has received such information requested by the Purchaser concerning the business, management and financial affairs of the Company in order to evaluate the merits and risks of making this investment. Further, the Purchaser acknowledges that the Purchaser has had the opportunity to ask questions of, and receive answers from, the officers of the Company concerning the terms and conditions of this investment and to obtain information relating to the organization, operation and business of the Company and of the Company's contracts, agreements and obligations or needed to verify the accuracy of any information contained herein or any other information about the Company. Except as set forth in this Subscription Agreement, no representation or warranty is made by the Company to induce the Purchaser to make this investment, and any representation or warranty not made herein or therein is specifically disclaimed and no information furnished to the Purchaser or the Purchaser’s advisor(s) in connection with the sale were in any way inconsistent with the information stated herein. The Purchaser further understands and acknowledges that no person has been authorized by the Company to make any representations or warranties concerning the Company, including as to the accuracy or completeness of the information contained in this Subscription Agreement. (D) The Purchaser is capable making the foregoing representations and warranties with the intent that they may be relied upon by the Company in determining the suitability of evaluating the sale of the Securities to the Purchaser for purposes of federal and state securities laws. Accordingly, each Purchaser represents and warrants that the information stated herein is true, accurate and complete, and agrees to notify and supply corrective information promptly to the Company as provided above if any of such information becomes inaccurate or incomplete. The Purchaser has completed this Agreement and Questionnaire, has delivered it herewith and represents and warrants that it is accurate and true in all respects and that it accurately and completely sets forth the financial condition of the Purchaser on the date hereof. The Purchaser has no reason to expect there will be any material adverse change in its financial condition and will advise the Company of any such changes occurring prior to the closing or termination of the Offering. (E) The Purchaser is not subscribing for any of the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with investments in Securities generally. (F) The Purchaser has received or obtained access to certain information regarding the Company, including this Subscription Agreement, the SEC Reports and other accompanying documents of the Company receipt of which is hereby acknowledged. The Purchaser has carefully reviewed all information provided to it and has carefully evaluated and understands the risks described therein related to the Company and an investment in the Company, and understands and has relied only on the information provided to it in writing by the Company relating to this investment. No agent prepared any of the information to be delivered to prospective investors in connection with this transaction. Prospective investors are advised to conduct their own review of the business, properties and affairs of the Company before subscribing to purchase the Securities. (G) The Purchaser acknowledges and agrees that investing in the Company’s Securities involves risks and that the Company’s operating results and financial condition have varied in the past and may in the future vary significantly depending on a number of factors. The Purchaser acknowledges and agrees that it has evaluated and understands the risks regarding investing in the Company’s securities, including the risks identified in this Subscription Agreement and the risk factors described in the Company’s SEC Reports. The Purchaser agrees that the risks described herein and in such SEC Reports are not the only risks facing the Company. The Purchaser agrees that these risks could have a material adverse effect on the Company’s business, results of operations, financial condition or liquidity and cause its actual operating results to materially differ from those contained in any forward-looking statements made in this Subscription Agreement, in the Company’s SEC Reports and elsewhere by management. Before making an investment decision, each Purchaser acknowledges that it has been advised that it should carefully consider these risks as well as other information contained or incorporated by reference in this Subscription Agreement. Additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results. (H) The Purchaser also understands and agrees that, although the Company will use its best efforts to keep the information provided in this Subscription Agreement strictly confidential, the Company or its counsel may present this Subscription Agreement and the information provided in answer to it to such parties as they may deem advisable if called upon to establish the availability under any federal or state securities laws of an exemption from registration of the private placement or if the contents thereof are relevant to any issue in any action, suit or proceeding to which the Company or its affiliates is a party, or by which they are or may be bound or as otherwise required by law or regulatory authority. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission without the prior written consent of such Purchaser, except as required by federal securities law in connection with the disclosure of the transactions contemplated by this Subscription Agreement and otherwise to the extent such disclosure is required by law or regulation, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause. (I) The individual signing below on behalf of any entity hereby warrants and represents that he/she is authorized to execute this Subscription Agreement on behalf of such entity. If an individual, the Purchaser has reached the age of majority in the state in which the Purchaser resides. The execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action, if any, in respect thereof on the part of Purchasers and no other proceedings on the part of Purchasers are necessary to consummate the transactions contemplated hereby. This Subscription Agreement has been duly and validly executed and delivered by Purchasers and constitutes a valid and binding obligation of Purchasers, enforceable against Purchasers in accordance with its terms (subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (whether applied in a proceeding in equity or at law)). (J) The Purchaser is aware that the offering of the Securities involves securities for which only a limited trading market exists, thereby requiring any investment to be maintained for an indefinite period of time. The purchase of the Securities involves risks which the Purchaser has evaluated, and the Purchaser is able to bear the economic risk of the purchase of such Securities and the loss of its entire investment. The undersigned is able to bear the substantial economic risk of the investment for an indefinite period of time, has no need for liquidity in such investment and can afford a complete loss of such investment. The Purchaser’s overall commitment to investments that are not readily marketable is not, and his acquisition of the Securities will not cause such overall commitment to become, disproportionate to his net worth and the Purchaser has adequate means of providing for its current needs and contingencies. (K) In entering into this Subscription Agreement and in purchasing the Securities, the Purchaser further acknowledges that: (i) The Company has informed the Purchaser that the Securities have not been offered for sale by means of general advertising or solicitation and the Purchaser acknowledges that it has either a pre-existing personal or business relationship with either the Company or any of its officers, directors or controlling person, of a nature and duration such as would enable a reasonable prudent investor to be aware of the character, business acumen, and general business and financial circumstances of the Company and an investment in the Securities. (ii) Neither the Securities nor any interest therein may be resold by the Purchaser in the absence of a registration under the Securities Act or an exemption from registration. In particular, the Purchaser is aware that all of the foregoing described Securities will be “restricted securities”, as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144, unless the conditions thereof are met. Other than set forth in this Agreement, the Company has no obligation to register any securities purchased or issuable hereunder. (iii) The following legend (or substantially similar language) shall be placed on the certificate(s) or other instruments evidencing the Securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH NOTES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH NOTES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH NOTES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS. (iv) The Company may at any time place a stop transfer order on its transfer books against the Securities. Such stop order will be removed, and further transfer of the Securities will be permitted, upon an effective registration of the respective Securities, or the receipt by the Company of an opinion of counsel satisfactory to the Company that such further transfer may be effected pursuant to an applicable exemption from registration. (L) The Company has employed its own legal counsel in connection with the Offering. The Purchasers have not been represented by independent counsel in connection with the preparation of this Subscription Agreement or the terms of this Offering and no investigation of the merits or fairness of the Offering has been conducted on behalf of the Purchasers. Each Purchaser has had the opportunity to consult with its own legal, tax and financial advisors with respect to the Offering made pursuant to this Subscription Agreement. (M) (insert name of Purchaser Representative: if none leave blank) has acted as the Purchaser’s Purchaser Representative for purposes of the private placement exemption under the Act. If the Purchaser has appointed a Purchaser Representative (which term is used herein with the same meaning as given in Rule 501(h) of Regulation D), the Purchaser has been advised by his Purchaser Representative as to the merits and risks of an investment in the Securities Company in general and the suitability of making an informed investment decision with respect thereto. (e) Purchaser is purchasing the Securities for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investmentfor the Purchaser in particular. (fN) Purchaser The undersigned hereby acknowledges that officers, affiliates, employees and directors of the Company and/or the Selling Agent may purchase Securities in the Offering on the same terms and conditions as the Purchasers. (O) It never has all requisite legal and been represented, guaranteed or warranted by the Company, any of the officers, directors, stockholders, partners, employees or agents of the Company, or any other power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Purchaserpersons, enforceable in accordance with its termswhether expressly or by implication, exceptthat: (i) the Company or the Purchasers will realize any given percentage of profits and/or amount or type of consideration, profit or loss as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws a result of general application affecting enforcement of creditors’ rights generally and the Company’s activities or the Purchaser’s investment in the Company; or (ii) as limited by laws the past performance or experience of the management of the Company, or of any other person, will in any way indicate the predictable results of the ownership of the Securities or of the Company’s activities. (P) The Purchaser acknowledges that any delivery to it of this Subscription Agreement relating to the availability Securities prior to the determination by the Company of specific performanceits suitability as a Purchaser shall not constitute an offer of the Securities until such determination of suitability shall be made, injunctive relief or other equitable remedies. (g) There are no actions, suits, proceedings or investigations pending against and the Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under hereby agrees that it shall promptly return this Agreement or the transactions contemplated hereby. (h) The execution, delivery and performance of and compliance with this Subscription Agreement and the issuance of other Offering documents to the Securities to Purchaser will not result in any violation of, or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Purchaser is a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by Purchaser. (i) Purchaser is aware that the Securities will be (unless registered by the Company), when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Securities Act, and may not be offered, sold or transferred except pursuant to an effective registration statement or an exemption from registration under the Securities Act. (j) Company upon request. The Purchaser understands that the Securities Company shall bear have the following legend right to accept or one substantially similar thereto, which Purchaser has read and understands: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES . (k) Any sales, transfers, or other dispositions of the Securities by Purchaser, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (l) Purchaser further represents that the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is purchasing the Securities for Purchaser’s own account and not, reject this subscription in whole or in part, for . Unless this subscription is accepted in whole or in part by the account of any other person; and that Purchaser has not formed any entity, and is not an entity formed, for the purpose of purchasing the SecuritiesCompany this subscription shall be deemed rejected in whole. (mQ) Each Purchaser represents and warrants acknowledges that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement. (n) Purchaser it is aware (and that its representatives who are apprised of this matter have been or will be advised) that the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to purchase the Securities. Purchaser is proceeding on the assumption that there exists material, United States securities laws restrict persons with material non-public information concerning the Company and its direct and indirect Subsidiaries which is not about a company obtained directly or may not be known to the Purchaser and indirectly from that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with the purchase of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on any disclosure or non- disclosure made or not made, or the completeness thereof, in connection with or arising out of its purchase of the Securities; (iii) Purchaser has no claims against the Company with respect to the foregoing and if any such claim may exist, Purchaser, recognizing its disclaimer of reliance and the Company’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against the Company or any of the Company’s affiliates, directors, officers, employees, agents, advisors and shareholders; (iv) the Company shall not have any liability; and (v) Purchaser waives and releases any claim that it might have against the Company or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of any material, non-public information concerning the Company and its direct and indirect Subsidiaries.company from purcha

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each By signing this Agreement, each undersigned Purchaser hereby represents and warrants to the Company as follows as an inducement to the Company to accept the subscription of the Purchaser: (A) The Purchaser acknowledges and agrees that (i) the offering and sale of the Securities are intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, (ii) the Securities have not been registered under the Securities Act and (iii) that the Company has represented to the Purchaser (assuming the veracity of the representations of the Purchaser made herein and in the Questionnaire annexed hereto at Exhibit A) that the Securities have been offered and sold by the Company in reliance upon an exemption from registration provided in Section 4(2) of the Securities Act and Regulation D thereunder. In accordance therewith and in furtherance thereof, the Purchaser represents and warrants to and agrees with the Company, only with respect to itself, as follows: (a) Purchaser Company that it is an “accredited investor” investor (as defined by in Rule 501 promulgated under the Securities Act. Purchaser is capable ) for the reason indicated in Article I of evaluating the merits and risks of its investment in the Securities and has the ability and capacity to protect its intereststhis Subscription Agreement. (bB) The Purchaser hereby represents and warrants that the Purchaser is acquiring the Securities hereunder for its own account for investment and not with a view to distribution, and with no present intention of distributing the Securities or selling the Securities for distribution. The Purchaser understands that the Securities are being sold to the Purchaser in a transaction which is exempt from the registration requirements of the Securities Act. Accordingly, the Purchaser acknowledges that it has been advised that the Securities have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act and are being sold by the Company in reliance upon an the veracity of the Purchaser’s representations contained herein and upon the exemption in reliance on Section 4(a)(2) from the registration requirements provided by the Securities Act and the securities laws of all applicable states. The Purchaser’s acquisition of the Securities Actshall constitute a confirmation of the foregoing representation and warranty and understanding thereof. (cC) The Purchaser understands and acknowledges that the Company has previously received aggregate purchases in excess of the Minimum Offering Amount and that the Company will receive the Purchase Price directly from the (or its “Purchaser and that the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. (dRepresentative”, if any) Purchaser acknowledges that Purchaser has such knowledge and experience in financial and business matters as is required for evaluating the merits and risks of making this investment, and the Purchaser or its Purchaser Representative(s) has received such information requested by the Purchaser concerning the business, management and financial affairs of the Company in order to evaluate the merits and risks of making this investment. Further, the Purchaser acknowledges that the Purchaser has had the opportunity to ask questions of, and receive answers from, the officers of the Company concerning the terms and conditions of this investment and to obtain information relating to the organization, operation and business of the Company and of the Company's contracts, agreements and obligations or needed to verify the accuracy of any information contained herein or any other information about the Company. Except as set forth in this Agreement, no representation or warranty is made by the Company to induce the Purchaser to make this investment, and any representation or warranty not made herein or therein is specifically disclaimed and no information furnished to the Purchaser or the Purchaser’s advisor(s) in connection with the sale were in any way inconsistent with the information stated herein. The Purchaser further understands and acknowledges that no person has been authorized by the Company to make any representations or warranties concerning the Company, including as to the accuracy or completeness of the information contained in this Agreement. (D) The Purchaser is capable making the foregoing representations and warranties with the intent that they may be relied upon by the Company in determining the suitability of evaluating the sale of the Securities to the Purchaser for purposes of federal and state securities laws. Accordingly, each Purchaser represents and warrants that the information stated herein is true, accurate and complete, and agrees to notify and supply corrective information promptly to the Company as provided above if any of such information becomes inaccurate or incomplete. The Purchaser has completed this Agreement and Questionnaire, has delivered it herewith and represents and warrants that it is accurate and true in all respects and that it accurately and completely sets forth the financial condition of the Purchaser on the date hereof. The Purchaser has no reason to expect there will be any material adverse change in its financial condition and will advise the Company of any such changes occurring prior to the closing or termination of the Offering. (E) The Purchaser is not subscribing for any of the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with investments in Securities generally. (F) The Purchaser has received or obtained access to certain information regarding the Company, including this Agreement, the SEC Reports and other accompanying documents of the Company receipt of which is hereby acknowledged. The Purchaser has carefully reviewed all information provided to it and has carefully evaluated and understands the risks described therein related to the Company and an investment in the Company, and understands and has relied only on the information provided to it in writing by the Company relating to this investment. No agent prepared any of the information to be delivered to prospective investors in connection with this transaction. Prospective investors are advised to conduct their own review of the business, properties and affairs of the Company before subscribing to purchase the Securities. (G) The Purchaser also understands and agrees that, although the Company will use its best efforts to keep the information provided in this Agreement strictly confidential, the Company or its counsel may present this Agreement and the information provided in answer to it to such parties as they may deem advisable if called upon to establish the availability under any federal or state securities laws of an exemption from registration of the private placement or if the contents thereof are relevant to any issue in any action, suit or proceeding to which the Company or its affiliates is a party, or by which they are or may be bound or as otherwise required by law or regulatory authority. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission without the prior written consent of such Purchaser, except as required by federal securities law in connection with the disclosure of the transactions contemplated by this Agreement and otherwise to the extent such disclosure is required by law or regulation, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause. (H) The individual signing below on behalf of any entity hereby warrants and represents that he/she is authorized to execute this Agreement on behalf of such entity. If an individual, the Purchaser has reached the age of majority in the state in which the Purchaser resides. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action, if any, in respect thereof on the part of Purchasers and no other proceedings on the part of Purchasers are necessary to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchasers and constitutes a valid and binding obligation of Purchasers, enforceable against Purchasers in accordance with its terms (subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (whether applied in a proceeding in equity or at law)). (I) The Purchaser is aware that the offering of the Securities involves securities for which only a limited trading market exists, thereby requiring any investment to be maintained for an indefinite period of time. The purchase of the Securities involves risks which the Purchaser has evaluated, and the Purchaser is able to bear the economic risk of the purchase of such Securities and the loss of its entire investment. The undersigned is able to bear the substantial economic risk of the investment for an indefinite period of time, has no need for liquidity in such investment and can afford a complete loss of such investment. The Purchaser’s overall commitment to investments that are not readily marketable is not, and his acquisition of the Securities will not cause such overall commitment to become, disproportionate to his net worth and the Purchaser has adequate means of providing for its current needs and contingencies. (J) In entering into this Agreement and in purchasing the Securities, the Purchaser further acknowledges that: (i) The Company has informed the Purchaser that the Securities have not been offered for sale by means of general advertising or solicitation and the Purchaser acknowledges that it has either a pre-existing personal or business relationship with either the Company or any of its officers, directors or controlling person, of a nature and duration such as would enable a reasonable prudent investor to be aware of the character, business acumen, and general business and financial circumstances of the Company and an investment in the Securities. (ii) Neither the Securities nor any interest therein may be resold by the Purchaser in the absence of a registration under the Securities Act or an exemption from registration. In particular, the Purchaser is aware that all of the foregoing described Securities will be “restricted securities”, as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144, unless the conditions thereof are met. Other than set forth in this Agreement, the Company has no obligation to register any securities purchased or issuable hereunder. (iii) The following legend (or substantially similar language) shall be placed on the certificate(s) or other instruments evidencing the Securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH NOTES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH NOTES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH NOTES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS. (iv) The Company may at any time place a stop transfer order on its transfer books against the Securities. Such stop order will be removed, and further transfer of the Securities will be permitted, upon an effective registration of the respective Securities, or the receipt by the Company of an opinion of counsel satisfactory to the Company that such further transfer may be effected pursuant to an applicable exemption from registration. (K) The Company has employed its own legal counsel in connection with the Offering. The Purchasers have not been represented by independent counsel in connection with the preparation of this Agreement or the terms of this Offering and no investigation of the merits or fairness of the Offering has been conducted on behalf of the Purchasers. Each Purchaser has had the opportunity to consult with its own legal, tax and financial advisors with respect to the Offering made pursuant to this Agreement. (L) (insert name of Purchaser Representative: if none leave blank) has acted as the Purchaser’s Purchaser Representative for purposes of the private placement exemption under the Act. If the Purchaser has appointed a Purchaser Representative (which term is used herein with the same meaning as given in Rule 501(h) of Regulation D), the Purchaser has been advised by his Purchaser Representative as to the merits and risks of an investment in the Securities Company in general and the suitability of making an informed investment decision with respect thereto. (e) Purchaser is purchasing the Securities for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investmentfor the Purchaser in particular. (fM) Purchaser The undersigned hereby acknowledges that officers, affiliates, employees and directors of the Company and/or the Selling Agents may purchase Securities in the Offering on the same terms and conditions as the Purchasers. (N) It never has all requisite legal and been represented, guaranteed or warranted by the Company, any of the officers, directors, stockholders, partners, employees or agents of the Company, or any other power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Purchaserpersons, enforceable in accordance with its termswhether expressly or by implication, exceptthat: (i) the Company or the Purchasers will realize any given percentage of profits and/or amount or type of consideration, profit or loss as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws a result of general application affecting enforcement of creditors’ rights generally and the Company’s activities or the Purchaser’s investment in the Company; or (ii) as limited by laws the past performance or experience of the management of the Company, or of any other person, will in any way indicate the predictable results of the ownership of the Securities or of the Company’s activities. (O) The Purchaser acknowledges that any delivery to it of this Agreement relating to the availability Securities prior to the determination by the Company of specific performanceits suitability as a Purchaser shall not constitute an offer of the Securities until such determination of suitability shall be made, injunctive relief or other equitable remedies. (g) There are no actions, suits, proceedings or investigations pending against and the Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby. (h) The execution, delivery and performance of and compliance with hereby agrees that it shall promptly return this Agreement and the issuance of other Offering documents to the Securities to Purchaser will not result in any violation of, or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Purchaser is a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by Purchaser. (i) Purchaser is aware that the Securities will be (unless registered by the Company), when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Securities Act, and may not be offered, sold or transferred except pursuant to an effective registration statement or an exemption from registration under the Securities Act. (j) Company upon request. The Purchaser understands that the Securities Company shall bear have the following legend right to accept or one substantially similar thereto, which Purchaser has read and understands: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES . (k) Any sales, transfers, or other dispositions of the Securities by Purchaser, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (l) Purchaser further represents that the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is purchasing the Securities for Purchaser’s own account and not, reject this subscription in whole or in part, for . Unless this subscription is accepted in whole or in part by the account of any other person; and that Purchaser has not formed any entity, and is not an entity formed, for the purpose of purchasing the SecuritiesCompany this subscription shall be deemed rejected in whole. (mP) Each Purchaser represents acknowledges that it is aware (and warrants that no finderits representatives who are apprised of this matter have been or will be advised) that the United States securities laws restrict persons with material non-public information about a company obtained directly or indirectly from that company from purchasing or selling securities of such company, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled from communicating such information to any compensation other person under circumstances in connection with the transactions contemplated by this Agreement. (n) Purchaser which it is aware of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision reasonably foreseeable that such person is likely to purchase the Securitiesor sell such securities. Each Purchaser hereby confirm and acknowledges that it is proceeding on the assumption that there exists in receipt of material, non-public information concerning regarding this Offering and the Company and each Purchaser further agrees and acknowledges that it will hold such information in confidence, is restricted in its direct ability to use such information and indirect Subsidiaries which is not or may not be known to the Purchaser and that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with the purchase of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on any disclosure or non- disclosure made or not made, or the completeness thereof, in connection with or arising out of its purchase of the Securities; (iii) Purchaser has no claims against the Company with respect to the foregoing and if use any such claim may existinformation in contravention of applicable securities laws or otherwise, Purchaser, recognizing its disclaimer of reliance and including trading in the Company’s reliance on such disclaimer as a condition to entering into this transactionsecurities, covenants and agrees not to assert it against except for the Company or any purpose of evaluating an investment in the Company’s affiliates, directors, officers, employees, agents, advisors and shareholders; securities. Each Purchaser agrees to comply with such restrictions for so long as it (iv) the Company shall not have any liability; and (v) Purchaser waives and releases any claim that it might have against the Company or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of representatives) posses any material, non-public information concerning the Company or the transactions contemplated herein. (Q) Each Purchaser acknowledges and its direct agrees that there is no “minimum” offering amount for the Securities and indirect Subsidiariesthat there is no escrow of the funds deposited by the Purchaser for the purchase of the Units. The Purchaser acknowledges and agrees that funds may be immediately released to the Company.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. (a) Each Purchaser represents hereby makes the following representations and warrants to the Company, only warranties with respect to itself, as follows: (ai) Such Purchaser has the right, power and authority to execute and deliver this Agreement and to perform fully its respective obligations hereunder. Such Purchaser has taken all necessary actions required to authorize the execution, delivery, and performance of this Agreement, and no further consent or approval is an “accredited investor” required for it to enter into and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by such Purchaser and constitutes the legal, valid and binding obligation of such Purchaser enforceable in accordance with its terms. No court order or decree of any federal, state or local governmental authority or regulatory body is in effect that would prevent or impair or is required for such Purchaser’s consummation of the transactions contemplated by this Agreement, and no consent of any third party that has not been obtained is required therefor, except for the entry of the Sale Order. (ii) The Securities are being acquired by such Purchaser for investment on its own account, not as defined by Rule 501 under a nominee or agent and not with a view to the Securities Act. resale or distribution of any part thereof. (iii) Such Purchaser acknowledges that it is capable of evaluating able to bear the merits and risks economic risk of its investment in and to hold the Securities and has the ability and capacity to protect its interests. (b) Purchaser understands that the Securities have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act in reliance upon an exemption in reliance on Section 4(a)(2) of the Securities Act. (c) Purchaser understands and acknowledges that the Company has previously received aggregate purchases in excess of the Minimum Offering Amount indefinitely and that the Company will receive the Purchase Price directly from the Purchaser and that the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. (d) Purchaser acknowledges that Purchaser it has such knowledge and experience in financial and business matters that Purchaser it is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect theretoSecurities. (eiv) Such Purchaser is purchasing the Securities for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (f) Purchaser has all requisite legal and other power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Purchaser, enforceable in accordance with its terms, except: (i) as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (g) There are no actions, suits, proceedings or investigations pending against Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby. (h) The execution, delivery and performance of and compliance with this Agreement and the issuance of the Securities to Purchaser will not result in any violation of, or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Purchaser is a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by Purchaser. (i) Purchaser is aware understands that the Securities will be (unless registered by the Company), when issued, are characterized as “restricted securities” under the federal securities laws in as much as they are being acquired from Seller in a transaction not involving a public offering and that term is defined under such laws and applicable regulations the Securities may be resold without registration under the Securities Act of 1933, as amended (the “Securities Act”), only in Rule 144 certain limited circumstances. Such Purchaser acknowledges that the Securities are being sold in reliance upon specific exemptions from such laws, which exemptions depend, among other things, upon the bona fide nature of such Purchaser’s investment intent and the general rules and regulations accuracy of its representations. (v) Such Purchaser acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act, and may not be offeredany applicable state law, sold or transferred except pursuant to an effective registration statement or unless an exemption from registration is otherwise available. Such Purchaser understands that the registrar or transfer agent for the Securities will not be required to accept for registration or transfer any Securities except upon presentation of evidence reasonably satisfactory to the issuer of such Securities that such transfer is in full compliance with all applicable federal and state securities laws. Such Purchaser also acknowledges that the certificates representing the Securities will be imprinted with a restrictive transfer legend. (vi) Such Purchaser understands that at the time it wishes to sell any of the Securities, if ever, there may be no public market or private market in which to make a sale, there may be no public market valuation criteria available and it may not have the right to require the issuer of such Securities to register the Securities, all of which may severely limit such Purchaser’s ability to sell the Securities for what it would consider to be a fair price. (vii) Such Purchaser represents and warrants that it is an “accredited investor” as defined in Regulation D, Rule 501, under the Securities Act. (jb) Purchaser understands that the Securities shall bear the following legend or one substantially similar thereto, which Purchaser has read and understands: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES . (k) Any sales, transfers, or other dispositions of the Securities by Purchaser, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (l) Purchaser further represents that the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is purchasing the Securities for Purchaser’s own account and not, in whole or in part, for the account of any other person; and that Purchaser has not formed any entity, and is not an entity formed, for the purpose of purchasing the Securities. (m) Purchaser C▇▇▇▇▇▇▇ hereby represents and warrants that no finderit is a limited liability company duly formed, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation validly existing and in connection with good standing under the transactions contemplated by this Agreement. (n) Purchaser is aware laws of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to purchase the Securities. Purchaser is proceeding on the assumption that there exists material, non-public information concerning the Company and its direct and indirect Subsidiaries which is not or may not be known to the Purchaser and that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with the purchase State of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on any disclosure or non- disclosure made or not made, or the completeness thereof, in connection with or arising out of its purchase of the Securities; (iii) Purchaser has no claims against the Company with respect to the foregoing and if any such claim may exist, Purchaser, recognizing its disclaimer of reliance and the Company’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against the Company or any of the Company’s affiliates, directors, officers, employees, agents, advisors and shareholders; (iv) the Company shall not have any liability; and (v) Purchaser waives and releases any claim that it might have against the Company or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of any material, non-public information concerning the Company and its direct and indirect SubsidiariesMinnesota.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each By signing this Agreement, each undersigned Purchaser hereby represents and warrants to the Company as follows as an inducement to the Company to accept the subscription of the Purchaser: (A) The Purchaser acknowledges and agrees that (i) the offering and sale of the Securities are intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, (ii) the Securities have not been registered under the Securities Act and (iii) that the Company has represented to the Purchaser (assuming the veracity of the representations of the Purchaser made herein and in the Questionnaire annexed hereto at Exhibit A) that the Securities have been offered and sold by the Company in reliance upon an exemption from registration provided in Section 4(2) of the Securities Act and Regulation D thereunder. In accordance therewith and in furtherance thereof, the Purchaser represents and warrants to and agrees with the Company, only with respect to itself, as follows: (a) Purchaser Company that it is an “accredited investor” investor (as defined by in Rule 501 promulgated under the Securities Act. Purchaser is capable ) for the reason indicated in Article I of evaluating the merits and risks of its investment in the Securities and has the ability and capacity to protect its intereststhis Subscription Agreement. (bB) The Purchaser hereby represents and warrants that the Purchaser is acquiring the Securities hereunder for its own account for investment and not with a view to distribution, and with no present intention of distributing the Securities or selling the Securities for distribution. The Purchaser understands that the Securities are being sold to the Purchaser in a transaction which is exempt from the registration requirements of the Securities Act. Accordingly, the Purchaser acknowledges that it has been advised that the Securities have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act and are being sold by the Company in reliance upon an the veracity of the Purchaser’s representations contained herein and upon the exemption in reliance on Section 4(a)(2) from the registration requirements provided by the Securities Act and the securities laws of all applicable states. The Purchaser’s acquisition of the Securities Actshall constitute a confirmation of the foregoing representation and warranty and understanding thereof. (cC) The Purchaser understands and acknowledges that the Company has previously received aggregate purchases in excess of the Minimum Offering Amount and that the Company will receive the Purchase Price directly from the (or its “Purchaser and that the Purchase Price SHALL NOT BE SUBJECT TO ESCROW. (dRepresentative”, if any) Purchaser acknowledges that Purchaser has such knowledge and experience in financial and business matters as is required for evaluating the merits and risks of making this investment, and the Purchaser or its Purchaser Representative(s) has received such information requested by the Purchaser concerning the business, management and financial affairs of the Company in order to evaluate the merits and risks of making this investment. Further, the Purchaser acknowledges that the Purchaser has had the opportunity to ask questions of, and receive answers from, the officers of the Company concerning the terms and conditions of this investment and to obtain information relating to the organization, operation and business of the Company and of the Company’s contracts, agreements and obligations or needed to verify the accuracy of any information contained herein or any other information about the Company. Except as set forth in this Subscription Agreement, no representation or warranty is made by the Company to induce the Purchaser to make this investment, and any representation or warranty not made herein or therein is specifically disclaimed and no information furnished to the Purchaser or the Purchaser’s advisor(s) in connection with the sale were in any way inconsistent with the information stated herein. The Purchaser further understands and acknowledges that no person has been authorized by the Company to make any representations or warranties concerning the Company, including as to the accuracy or completeness of the information contained in this Subscription Agreement. (D) The Purchaser is capable making the foregoing representations and warranties with the intent that they may be relied upon by the Company in determining the suitability of evaluating the sale of the Securities to the Purchaser for purposes of federal and state securities laws. Accordingly, each Purchaser represents and warrants that the information stated herein is true, accurate and complete, and agrees to notify and supply corrective information promptly to the Company as provided above if any of such information becomes inaccurate or incomplete. The Purchaser has completed this Agreement and Questionnaire, has delivered it herewith and represents and warrants that it is accurate and true in all respects and that it accurately and completely sets forth the financial condition of the Purchaser on the date hereof. The Purchaser has no reason to expect there will be any material adverse change in its financial condition and will advise the Company of any such changes occurring prior to the closing or termination of the Offering. (E) The Purchaser is not subscribing for any of the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with investments in Securities generally. (F) The Purchaser has received or obtained access to certain information regarding the Company, including this Subscription Agreement, the SEC Reports and other accompanying documents of the Company receipt of which is hereby acknowledged. The Purchaser has carefully reviewed all information provided to it and has carefully evaluated and understands the risks described therein related to the Company and an investment in the Company, and understands and has relied only on the information provided to it in writing by the Company relating to this investment. No agent prepared any of the information to be delivered to prospective Subscribers in connection with this transaction. Prospective Subscribers are advised to conduct their own review of the business, properties and affairs of the Company before subscribing to purchase the Securities. (G) The Purchaser acknowledges and agrees that investing in the Company’s Securities involves risks and that the Company’s operating results and financial condition have varied in the past and may in the future vary significantly depending on a number of factors. The Purchaser acknowledges and agrees that it has evaluated and understands the risks regarding investing in the Company’s securities, including the risks identified in this Subscription Agreement and the Risk Factors described in the Company’s SEC Reports. The Purchaser agrees that the risks described herein and in such SEC Reports are not the only risks facing the Company. The Purchaser agrees that these risks could have a material adverse effect on the Company’s business, results of operations, financial condition or liquidity and cause its actual operating results to materially differ from those contained in any forward-looking statements made in this Subscription Agreement, in the Company’s SEC Reports and elsewhere by management. Before making an investment decision, each Purchaser acknowledges that it has been advised that it should carefully consider these risks as well as other information contained or incorporated by reference in this Subscription Agreement. Additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results. (H) The Purchaser also understands and agrees that, although the Company will use its best efforts to keep the information provided in this Subscription Agreement strictly confidential, the Company or its counsel may present this Subscription Agreement and the information provided in answer to it to such parties as they may deem advisable if called upon to establish the availability under any federal or state securities laws of an exemption from registration of the private placement or if the contents thereof are relevant to any issue in any action, suit or proceeding to which the Company or its affiliates is a party, or by which they are or may be bound or as otherwise required by law or regulatory authority. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission without the prior written consent of such Purchaser, except as required by federal securities law in connection with the disclosure of the transactions contemplated by this Subscription Agreement and otherwise to the extent such disclosure is required by law or regulation, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause. (I) The individual signing below on behalf of any entity hereby warrants and represents that he/she is authorized to execute this Subscription Agreement on behalf of such entity. If an individual, the Purchaser has reached the age of majority in the state in which the Purchaser resides. The execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action, if any, in respect thereof on the part of Purchasers and no other proceedings on the part of Purchasers are necessary to consummate the transactions contemplated hereby. This Subscription Agreement has been duly and validly executed and delivered by Purchasers and constitutes a valid and binding obligation of Purchasers, enforceable against Purchasers in accordance with its terms (subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (whether applied in a proceeding in equity or at law)). (J) The Purchaser is aware that the offering of the Securities involves securities for which only a limited trading market exists, thereby requiring any investment to be maintained for an indefinite period of time. The purchase of the Securities involves risks which the Purchaser has evaluated, and the Purchaser is able to bear the economic risk of the purchase of such Securities and the loss of its entire investment. The undersigned is able to bear the substantial economic risk of the investment for an indefinite period of time, has no need for liquidity in such investment and can afford a complete loss of such investment. The Purchaser’s overall commitment to investments that are not readily marketable is not, and his acquisition of the Securities will not cause such overall commitment to become, disproportionate to his net worth and the Purchaser has adequate means of providing for its current needs and contingencies. (K) In entering into this Subscription Agreement and in purchasing the Securities, the Purchaser further acknowledges that: (i) The Company has informed the Purchaser that the Securities have not been offered for sale by means of general advertising or solicitation and the Purchaser acknowledges that it has either a pre-existing personal or business relationship with either the Company or any of its officers, directors or controlling person, of a nature and duration such as would enable a reasonable prudent investor to be aware of the character, business acumen, and general business and financial circumstances of the Company and an investment in the Securities. (ii) Neither the Securities nor any interest therein may be resold by the Purchaser in the absence of a registration under the Securities Act or an exemption from registration. In particular, the Purchaser is aware that all of the foregoing described Securities will be “restricted securities”, as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144, unless the conditions thereof are met. Other than set forth in this Agreement, the Company has no obligation to register any securities purchased or issuable hereunder. (iii) The following legend (or substantially similar language) shall be placed on the certificate(s) or other instruments evidencing the Securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH NOTES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH NOTES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH NOTES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS. (iv) The Company may at any time place a stop transfer order on its transfer books against the Securities. Such stop order will be removed, and further transfer of the Securities will be permitted, upon an effective registration of the respective Securities, or the receipt by the Company of an opinion of counsel satisfactory to the Company that such further transfer may be effected pursuant to an applicable exemption from registration. (L) The Company has employed its own legal counsel in connection with the Offering. The Purchasers have not been represented by independent counsel in connection with the preparation of this Subscription Agreement or the terms of this Offering and no investigation of the merits or fairness of the Offering has been conducted on behalf of the Purchasers. Each Purchaser has had the opportunity to consult with its own legal, tax and financial advisors with respect to the Offering made pursuant to this Subscription Agreement. (M) (insert name of Purchaser Representative: if none leave blank) has acted as the Purchaser’s Purchaser Representative for purposes of the private placement exemption under the Act. If the Purchaser has appointed a Purchaser Representative (which term is used herein with the same meaning as given in Rule 501(h) of Regulation D), the Purchaser has been advised by his Purchaser Representative as to the merits and risks of an investment in the Securities Company in general and the suitability of making an informed investment decision with respect thereto. (e) Purchaser is purchasing the Securities for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investmentfor the Purchaser in particular. (fN) Purchaser The undersigned hereby acknowledges that officers, affiliates, employees and directors of the Company and/or the Selling Agent may purchase Securities in the Offering on the same terms and conditions as the Purchasers. (O) It never has all requisite legal and been represented, guaranteed or warranted by the Company, any of the officers, directors, stockholders, partners, employees or agents of the Company, or any other power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Purchaserpersons, enforceable in accordance with its termswhether expressly or by implication, exceptthat: (i) the Company or the Purchasers will realize any given percentage of profits and/or amount or type of consideration, profit or loss as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws a result of general application affecting enforcement of creditors’ rights generally and the Company’s activities or the Purchaser’s investment in the Company; or (ii) as limited by laws the past performance or experience of the management of the Company, or of any other person, will in any way indicate the predictable results of the ownership of the Securities or of the Company’s activities. (P) The Purchaser acknowledges that any delivery to it of this Subscription Agreement relating to the availability Securities prior to the determination by the Company of specific performanceits suitability as a Purchaser shall not constitute an offer of the Securities until such determination of suitability shall be made, injunctive relief or other equitable remedies. (g) There are no actions, suits, proceedings or investigations pending against and the Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under hereby agrees that it shall promptly return this Agreement or the transactions contemplated hereby. (h) The execution, delivery and performance of and compliance with this Subscription Agreement and the issuance of other Offering documents to the Securities to Purchaser will not result in any violation of, or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Purchaser is a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by Purchaser. (i) Purchaser is aware that the Securities will be (unless registered by the Company), when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Securities Act, and may not be offered, sold or transferred except pursuant to an effective registration statement or an exemption from registration under the Securities Act. (j) Company upon request. The Purchaser understands that the Securities Company shall bear have the following legend right to accept or one substantially similar thereto, which Purchaser has read and understands: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES . (k) Any sales, transfers, or other dispositions of the Securities by Purchaser, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (l) Purchaser further represents that the address of Purchaser set forth on the signature page is its principal place of business; that Purchaser is purchasing the Securities for Purchaser’s own account and not, reject this subscription in whole or in part, for . Unless this subscription is accepted in whole or in part by the account of any other person; and that Purchaser has not formed any entity, and is not an entity formed, for the purpose of purchasing the SecuritiesCompany this subscription shall be deemed rejected in whole. (mQ) Each Purchaser represents and warrants acknowledges that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement. (n) Purchaser it is aware (and that its representatives who are apprised of this matter have been or will be advised) that the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to purchase the Securities. Purchaser is proceeding on the assumption that there exists material, United States securities laws restrict persons with material non-public information concerning the Company and its direct and indirect Subsidiaries which is not about a company obtained directly or may not be known to the Purchaser and indirectly from that the Company has not disclosed to the Purchaser. Purchaser is voluntarily assuming all risks associated with the purchase of the Securities and expressly warrants and represents that (i) the Company has not made and Purchaser disclaims the existence of or its reliance on, any representation by the Company concerning the Company or the Securities; (ii) Purchaser is not relying on any disclosure or non- disclosure made or not made, or the completeness thereof, in connection with or arising out of its purchase of the Securities; (iii) Purchaser has no claims against the Company with respect to the foregoing and if any such claim may exist, Purchaser, recognizing its disclaimer of reliance and the Company’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against the Company or any of the Company’s affiliates, directors, officers, employees, agents, advisors and shareholders; (iv) the Company shall not have any liability; and (v) Purchaser waives and releases any claim that it might have against the Company or its affiliates, directors, officers, employees, agents, advisors and shareholders whether under applicable securities law or otherwise, based on any nondisclosure to Purchaser of any material, non-public information concerning the Company and its direct and indirect Subsidiaries.company from pu