Common use of Representations, Warranties and Covenants of the Investor Clause in Contracts

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Units; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units set forth in Section 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units or any arrangement or understanding with any other persons regarding the distribution of such Units; (iv) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (v) all of the representations made by the Investor are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; and (vi) the Investor has, in connection with its decision to purchase the number of Units set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth of the Investor.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsSecurities; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Common Shares and Warrants set forth in Section 3 Paragraph III of the Signature Page to the Securities Purchase Agreement in the ordinary course of its his business and for its his own account for investment only and with no present intention of distributing any of such Units the Securities or any arrangement or understanding with any other persons regarding the distribution of such UnitsSecurities; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) all of the representations made by the Investor has answered all questions on the Investor Questionnaire and the answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; and (viv) the Investor has, in connection with its his decision to purchase the number of Units Common Shares and Warrants set forth in Section 3 Paragraph III of the Signature Page to the Securities Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that neither this Offering nor the acquisition of the Securities have been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein and the information provided in the Investor’s Investor Questionnaire. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is knowledgeablehas the knowledge, sophisticated sophistication and experienced in makingexperience necessary to make, and is qualified to make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and signature page hereto for its own account for investment only and with no present intention of distributing any of such Units Shares in violation of the Securities Act or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has filled in all requested information on the signature page hereto for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents SEC Documents, other publicly available information and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units or any Shares and no arrangement or understanding exists with any other persons person regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the signature page hereto for use in preparation of the representations made by Registration Statement (as defined in Section 7.1) and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents Placement Memorandum and the representations and warranties of the Company contained herein. There are no suitsInvestor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire attached as Exhibit E to the Placement Memorandum, which questionnaire is true and correct in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 (a) The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act") and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsStock, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsStock; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units shares of Stock set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units shares of Stock or any arrangement or understanding with any other persons regarding the distribution of such Unitsshares of Stock; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units shares of Stock except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) all of the representations made by the Investor has answered all questions on the signature page hereto for use in preparation for the Registration Statement and the answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its shares of Stock or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units shares of Stock set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth of the Investor.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iv) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (v) all of the representations made by the Investor are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth of the Investor.

Representations, Warranties and Covenants of the Investor. 5.1 4.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 2 of the Signature Page to the Securities Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire attached hereto as Exhibit A (the "Investor Questionnaire") for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 2 of the Signature Page to the Securities Stock Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares for any period of time. The Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor has reviewed the Memorandum, the Notes, the Indenture, the Warrant Agreements, and the Registration Rights Agreement, together with the Investor's professional advisors, if any; (ii) the Investor has had an opportunity to ask the Company's representatives questions regarding the offering and receive answers from the Company; (iii) the Investor has been afforded an opportunity to request from the Company, and to review, all additional information the Investor considered to be necessary to verify the accuracy of or to supplement the information in the Memorandum; (iv) the Investor is either (a) an “institutional "accredited investor” " (as defined in under Rule 501 501(a) (1), (2), (3), or (7) of Regulation D under the Securities Act Act) or (b) an individual "accredited investor" (as defined under Rule 501(a)(5) or (6) of Regulation D under the Securities Act), and that the Investor is also knowledgeable, sophisticated and experienced in making, making and is qualified to make decisions with respect to to, investments in shares securities presenting an investment decision like that involved in the purchase of the UnitsSecurities and the Shares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Units; (iiv) by reason of the Investor's business or financial experience, or that of the Investor's financial advisor, Investor is capable of evaluating the merits and risks of an investment in the Securities and the Shares and of protecting the Investor's own interests in connection with the transaction; (vi) the Investor has carefully read adequate means to provide for the Investor's financial needs with no expectation of a return on the Investor's investment, including a complete loss of the investment; (vii) the Investor understands that the Securities and fully understands the risks involved with Shares have not been registered under the Securities Act and may not be resold unless they are so registered or unless an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, exemption from registration is available; (iiiviii) the Investor is acquiring the number of Units set forth in Section 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its Investor's own account account, for investment only and not with no present intention a view toward their distribution within the meaning of distributing any of such Units or any arrangement or understanding with any other persons regarding the distribution of such UnitsSecurities Act; (ivix) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities or Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (vx) the Investor has answered all questions on the first page of the representations made by Agreement, the Investor Securities Questionnaire attached hereto as Exhibit A and Selling Securityholder Notice and Questionnaire attached hereto as Exhibit B, and the answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (xi) the Investor will notify the Company immediately of any change in any of such information in the Securities Questionnaire or the Selling Securityholder Notice and Questionnaire until such time as the Registration Statement is declared effective; and (vixii) the Investor has, in connection with its decision to purchase the number of Units Securities set forth in Section 3 on the first page of the Signature Page to the Securities Purchase Agreement, relied only upon the Exchange Act Documents Company Information provided to the Investor by the Company in contemplation of this offering and the representations and warranties of the Company contained herein. There are no suits, pending litigationInvestor understands that its acquisition of the Securities and the Shares has not been registered under the Securities Act, or claims against registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor.'s investment intent as expressed herein. The Investor acknowledges, represents and agrees that if it resells or transfers the Securities or the Shares, it will do so only:

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Signature Page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor hasInvestor, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Company's SEC Documents and the representations and warranties of the Company contained herein. There are no suitsInvestor understands that its acquisition of the Shares has not been registered under the Securities Act of 1933, pending litigationas amended (the "Securities Act"), or claims against registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire attached hereto as Exhibit B, which questionnaire is true and correct in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 4.1 INVESTOR KNOWLEDGE AND STATUS. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor Act, is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to to, investments in shares securities presenting an investment decision like similar to that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companiesShares, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read understands that the Shares are "restricted securities" and fully understands have not been registered under the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor Securities Act and is acquiring the number of Units Shares set forth in Section paragraph 3 of the Signature Page to the Securities Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only and with only, has no present intention of distributing any of such Units or any Shares and has no arrangement or understanding with any other persons regarding the distribution of such UnitsShares (this representation and warranty not limiting the Investor's right to sell Shares pursuant to the Registration Statement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor's right to indemnification under Section 6.3); (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions in paragraph 4 of the representations made by Stock Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section paragraph 3 of the Signature Page to the Securities Stock Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained hereinherein and the information contained in the SEC Reports. There are no suits, pending litigationThe Investor understands that the issuance of the Shares to the Investor has not been registered under the Securities Act, or claims against registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the undersigned representations made by the Investor in this Agreement. No person (including without limitation the Placement Agent) is authorized by the Company to provide any representation that could materially affect is inconsistent with or in addition to those contained herein or in the net worth of SEC Reports, and the InvestorInvestor acknowledges that it has not received or relied on any such representations.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of the Signature Page to the Securities Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of the Signature Page to the Securities Stock Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor Each Investor, severally and not jointly, represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 501(a) of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsPreferred Stock, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsPreferred Stock; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Preferred Stock set forth in Section 3 of the Signature Page Annex I to the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Preferred Stock or the Securities or any arrangement or understanding with any other persons regarding the distribution of such UnitsPreferred Stock or the Securities, except in accordance with applicable securities law; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Preferred Stock or the Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) all of the representations made by the Investor has answered all questions in the Agreement and the answers thereto are true, correct and complete in all material respects as of the date hereof and will be true, correct and complete in all material respects as of the Closing Datedate of each Closing; and (viv) the Investor has, in connection with its decision to purchase the number of Units Preferred Stock set forth in Section 3 of the Signature Page Annex I to the Securities Purchase Agreement, relied only upon the Exchange Act Documents (which are incorporated herein by reference and which Investor acknowledges it has reviewed), the representations and warranties of the Company contained hereinherein and the Disclosure Schedules. There are no suitsEach Investor understands its acquisition of the Preferred Stock has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein. Investor understands the Preferred Stock purchased hereunder must be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Preferred Stock or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the Preferred Stock.

Representations, Warranties and Covenants of the Investor. 5.1 (a) The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act") and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares securities presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsSecurities; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number shares of Units Series B Preferred Stock set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units the Securities or any arrangement or understanding with any other persons regarding the distribution of such UnitsSecurities; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the signature page hereto for use in preparation for the Registration Statement (referred to below) and the answers thereto are true and correct to the best of the representations made by the Investor are true, correct and complete as of the date hereof and will be true, correct and complete Investors knowledge as of the Closing Date; and (viv) the Investor has, in connection with its decision to purchase the number of Units set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of will notify the Company contained herein. There are immediately of any change in any of such information until such time as the Investor has sold all of its Securities or until the Company is no suits, pending litigation, or claims against longer required to keep the undersigned that could materially affect the net worth of the InvestorRegistration Statement effective.

Representations, Warranties and Covenants of the Investor. 5.1 (a) The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act") and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsStock, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsStock; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units set forth in Section 3 of the Signature Page to the Securities Purchase Agreement Stock in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units the Stock or any arrangement or understanding with any other persons regarding the distribution of such Unitsthe Stock; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units shares of Stock except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) all of the representations made by the Investor has answered all questions on the signature page hereto for use in preparation for the Registration Statement (referred to below) and the answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its shares of Stock or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units shares of Stock set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth of the Investor.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares and the Warrant, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares and the Warrant; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the Warrant to purchase the number of Units Warrant Shares and the number of Shares, each as set forth in Section 3 of the Signature Page to the Securities Stock and Warrant Purchase Agreement Agreement, in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares, Warrant or Warrant Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares, Warrant or Warrant Shares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares, Warrant or Warrant Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and and, unless otherwise disclosed to the Company in writing prior to the Closing Date, will be true, correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information which is required to be disclosed in the Registration Statement until such time as the Investor has sold all of its Shares and Warrant Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares and the Warrant to purchase the number of Warrant Shares, each as set forth in Section 3 of the Signature Page to the Securities Stock and Warrant Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares and the Warrant has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares, Warrant or Warrant Shares for any period of time. The Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is knowledgeablehas the knowledge, sophisticated sophistication and experienced in makingexperience necessary to make, and is qualified to make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and signature page hereto for its own account for investment only and with no present intention of distributing any of such Units or Shares in violation of the Securities Act nor does the Investor have any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has filled in all requested information on the signature page hereto for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents SEC Documents, other publicly available information and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares, as set forth in Section 3 of the Signature Page to the Securities Stock Purchase Agreement Agreement, in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares, as set forth in Section 3 of the Signature Page to the Securities Stock Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares for any period of time. The Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the signature page hereto for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents Placement Memorandum and the representations and warranties of the Company contained herein. There are no suitsInvestor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire attached as Exhibit D to the Placement Memorandum, which questionnaire is true and correct in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Units; (ii) ) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units set forth in Section 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units or any arrangement or understanding with any other persons regarding the distribution of such Units; (iv) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (v) all of the representations made by the Investor are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; and (vi) the Investor has, in connection with its decision to purchase the number of Units set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth of the Investor.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (ia) the Investor is either (i) an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act or (ii) a non-U.S. person as defined in Regulation S under the Securities Act and that a qualified investor under applicable German or Swiss law who is acquiring the Securities in an offshore transaction, and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsSecurities; (iib) the Investor has carefully read understands that the Securities are “restricted securities” and fully understands have not been registered under the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor Securities Act and is acquiring the number of Units Securities set forth in Section 3 of on the Signature Page to of the Securities Purchase Subscription Agreement in the ordinary course of its business and for its own account and not with a view towards, or for investment only resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act (including pursuant to the Registration Statement (as defined in Section 7 below), and has no agreement or understanding, directly or indirectly, with no present intention of distributing any person to distribute any of such Units or any arrangement or understanding with any other persons regarding the distribution of such UnitsSecurities; (ivc) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, applicable state and foreign securities laws and the respective rules and regulations promulgated thereunder; (vd) the Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire and has answered all questions on the Investor Questionnaire for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete in all material respects as of the date hereof and will be true, correct and complete in all material respects as of the Closing Date; and (vie) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Securities or until the Company is no longer required to keep the Registration Statement effective; (f) the Investor has, in connection with its decision to purchase the number of Units Securities set forth in Section 3 of on the Signature Page to of the Securities Purchase Subscription Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein; (g) the Investor has reviewed the Company’s Exchange Act Documents, and specifically has read and understands the “Risk Factors” contained therein and has considered those and other risks in deciding to purchase the Securities; and (h) the Investor is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. There are no suitsThe Investor understands that its acquisition of the Securities has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth representations of the Investor, including the bona fide nature of the Investor’s investment intent, as contained herein. The Investor acknowledges and agrees that a restrictive legend will be included on the Securities in substantially the form as follows: THE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHETICATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN ACCORDANCE WITH AN EXEMPTION THEREFROM, IF AVAILABLE, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AS EVIDENCED BY AN OPINION OF COUNSEL FOR THE TRANSFEROR REASONABLY SATISFACTORY TO THE COMPANY, PROVIDED THAT NO SUCH OPINION OR ANY CONSENT BY THE COMPANY SHALL BE REQUIRED FOR PLEDGE OF THE SECURITIES PURSUANT TO A BONA FIDE MARGIN OR FINANCING ARRANGEMENT.

Representations, Warranties and Covenants of the Investor. 5.1 4.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that of 1933, as amended (the “Securities Act”) OR is a “Qualified Institutional Buyer” within the meaning of Rule 144A of the Act and, in any such case the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to to, investments in shares securities presenting an investment decision like that involved in the purchase of the Investor’s Units, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor’s Units; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units set forth in Section 3 of the Signature Page to the Securities Purchase Agreement Investor’s Units, Shares and Warrants in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Investor’s Units, Shares and Warrants or any arrangement or understanding with any other persons regarding the distribution of such Investor’s Units, Shares and Warrants; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Investor’s Units, Shares and Warrants except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder, except that the Investor may pledge the Shares in connection with a bona fide margin account or other loan or financing; (viv) all the Investor and the Investor’s representatives, if any, have been solely responsible for the Investor’s own “due diligence” investigation of the representations made by the Investor are trueCompany and its management and business, correct and complete as for its own analysis of the date hereof merits and will be truerisks of this investment, correct and complete as for the Investor’s own analysis of the Closing Datefairness and desirability of the terms of the investment; and (viv) the Investor has, in connection with its decision to purchase the number of Units set forth in Section 3 of the Signature Page to the Securities Purchase AgreementInvestor’s Units, Shares and Warrants, relied only upon the Exchange Act Documents Company’s Confidential Private Offering Memorandum dated September 28, 2006 (the “Memorandum”) and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares and Warrants has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein.

Representations, Warranties and Covenants of the Investor. 5.1 5.1. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed investment decision to purchase the UnitsSecurities; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Securities as set forth in Section 3 of the Signature Page to the Securities Purchase this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units the Securities or any arrangement or understanding with any other persons regarding the distribution of such UnitsSecurities; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (v) all of the representations made by the Investor are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; and (viiv) the Investor has, in connection with its decision to purchase the number of Units Securities as set forth in Section 3 of the Signature Page to the Securities Purchase this Agreement, relied only upon the documents filed by the Company under the Securities Exchange Act Documents of 1934, as amended, since January 1, 2011 and has had the opportunity to consult with management regarding the disclosures in the foregoing documents prior to making its investment decision and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that neither the Offering nor the acquisition of the Securities have been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares and the Warrant, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares and the Warrant; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the Warrant to purchase the number of Units Warrant Shares and the number of Shares, each as set forth in Section 3 of the Signature Page to the Securities Stock and Warrant Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares, Warrants or Warrant Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares, Warrant or Warrant Shares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares, Warrant or Warrant Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares and Warrant Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares and the Warrant to purchase the number of Warrant Shares, each as set forth in Section 3 of the Signature Page to the Securities Stock and Warrant Purchase Agreement, Agreement relied only upon the Exchange Act Disclosure Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares and the Warrant has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares, Warrant or Warrant Shares for any period of time. The Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares and the Warrant, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares and the Warrant; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the Warrant to purchase the number of Units Warrant Shares and the number of Shares, each as set forth in Section 3 of the Signature Page to the Securities Stock and Warrant Purchase Agreement Agreement, in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares, Warrant or Warrant Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares, Warrant or Warrant Shares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares, Warrant or Warrant Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and and, unless otherwise disclosed to the Company in writing prior to the Closing Date, will be true, correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information which is required to be disclosed in the Registration Statement until such time as the Investor has sold all of its Shares and Warrant Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares and the Warrant to purchase the number of Warrant Shares, each as set forth in Section 3 of the Signature Page to the Securities Stock and Warrant Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares and the Warrant has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares, Warrant or Warrant Shares for any period of time. The Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 4.1 INVESTOR KNOWLEDGE AND STATUS. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor Act, is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to to, investments in shares securities presenting an investment decision like similar to that involved in the purchase of the UnitsSecurities, including investments in securities issued by has had the Company opportunity to ask questions and investments in comparable companiesreceive answers concerning the terms and conditions of the Offering, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsSecurities; (ii) the Investor has carefully read understands that the Securities are "restricted securities" and fully understands have not been registered under the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor Securities Act and is acquiring the number of Units Securities set forth in Section paragraph 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with only, has no present intention of distributing any of such Units Securities (or any Warrant Shares) and has no arrangement or understanding with any other persons regarding the distribution of such UnitsSecurities (or any Warrant Shares) (provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities (or any Warrant Shares) for any minimum or other specific term and reserves the right to dispose of the Securities (and any Warrant Shares) at any time in accordance with or pursuant to an effective registration statement or an exemption under the Securities Act); (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities (or any Warrant Shares) except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions in paragraph 4 of the representations made by Securities Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit C for use in preparation of the Registration Statement and the answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares and Warrant Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Securities set forth in Section paragraph 3 of the Signature Page to the Securities Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained hereinherein and the information contained in the Private Placement Memorandum and in the SEC Reports. There are no suits, pending litigationThe Investor understands that the issuance of the Securities and the Warrant Shares to the Investor has not been registered under the Securities Act, or claims against registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the undersigned that could materially affect representations made by the net worth Investor in this Agreement. No person (including without limitation any of the InvestorPlacement Agents) is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein, in the Private Placement Memorandum or in the SEC Reports, and the Investor acknowledges that it has not received or relied on any such representations.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsSecurities; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Common Shares, Preferred Shares and Warrants set forth in Section 3 Article III of the Signature Page to the attached Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units the Securities or any arrangement or understanding with any other persons regarding the distribution of such UnitsSecurities; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Common Shares, Conversion Shares and Warrant Shares or until the Company is otherwise no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Common Shares, Preferred Shares and Warrants set forth in Section 3 Article III of the Signature Page to the attached Securities Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that neither the Offering nor the acquisition of the Securities have been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein and the information provided in the Investor’s Investor Questionnaire. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Unitsnumber of the Shares and the number of the Warrants, in each case, set forth on the Investor’s signature page to this Agreement, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares and the Warrants; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units set forth in Section 3 of Shares and the Signature Page to the Securities Purchase Agreement Warrants in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units the Shares or the Warrant Shares (other than pursuant to the Registration Statement) or any arrangement or understanding with any other persons regarding the distribution of such Unitsthe Shares or the Warrant Shares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares or the Warrant Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire attached hereto for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date and the Filing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as such Investor has sold all of the Shares and the Warrant Shares owned by it or until the Company is no longer required to keep the Registration Statement effective (other than changes in the number of Shares or Warrant Shares); and (vi) the Investor has, in connection with its decision to purchase the number of Units set forth in Section 3 of the Signature Page to Shares and the Securities Purchase Agreement, Warrants relied only upon the Exchange Act SEC Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares and the Warrants has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by the Investor to hold the Shares, the Warrants or the Warrant Shares for any period of time.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of the Signature Page to the Securities Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) all of the representations made by the Investor are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of the Signature Page to the Securities Stock Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. The Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. There are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth of the Investor.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, to the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D promulgated under the Securities Act and that the Investor is knowledgeablehas the knowledge, sophisticated sophistication and experienced in makingexperience necessary to make, and is qualified to make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed had the opportunity to request and considered review all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and cover page hereto for its own account, or for the account of others for whom it acts as investment advisor only, for investment only and with no present intention of distributing any of such Units or Shares in violation of the Securities Act nor does the Investor have any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; provided, that this representation and warranty shall not limit the Investor's right to sell the Shares pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws, (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of has filled in all requested information on the Selling Stockholder Notice and Questionnaire attached hereto as Exhibit C (or solicit any offers to buy, purchase or otherwise acquire or take a pledge ofthe "Questionnaire") any of for use in preparing the Units except in compliance with the Securities Act, applicable state securities laws Registration Statement and the respective rules answers thereto are true and regulations promulgated thereunder; (v) all of the representations made by the Investor are true, correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (iv) the Investor will notify the Company promptly of any material change in any of such information in the Questionnaire until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (viv) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementcover page hereto, relied only upon the Exchange Act Documents SEC Documents, other publicly available information and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) (A) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares and the Warrants, including investments in securities issued by the Company and investments in comparable companies, and subject to the accuracy of the Company’s representations and warranties, has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares and the Warrants and (B) the Company has made available to the Investor, prior to the date hereof, the opportunity to ask questions of and receive complete and correct answers from representatives of the Company concerning the terms and conditions of the Shares and the Warrants and to obtain any additional information relating to the financial condition and business of the Company and the Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the investment in the Shares and the Warrants; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares and the Warrants to purchase the number of Warrant Shares, each as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares, Warrants or Warrant Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares, Warrants or Warrant Shares (other than pursuant to the Registration Statement or in compliance with applicable laws); (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares and the Warrants except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) all of the representations made by the Investor has answered all questions on the Investor Questionnaire, a form of which is attached hereto as Exhibit B (the “Investor Questionnaire”) and the answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date and the Filing Date; (v) upon request of the Company, the Investor will notify the Company of any change in any of the information provided to the Company pursuant to Section 7.1(a) until such time as the Investor has sold all of its Shares and Warrant Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares and the Warrants to purchase the number of Warrant Shares, each as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares and the Warrants has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 501(a) of Regulation D promulgated under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Units; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units set forth in Section 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or Warrant Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares and Warrant Shares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares and Warrant Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the signature page hereto for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor has reviewed copies of the SEC Filings; (vi) the Investor has had an opportunity to ask questions and receive answers from the management of the Company regarding the Company, its business and the Offering of the Units; (vii) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares and Warrant Shares or until the Company is no longer required to keep the Registration Statement effective; and (viviii) the Investor has, in connection with its decision to purchase the number of Units set forth in Section 3 of the Signature Page to the Securities Purchase AgreementUnits, relied only upon the Exchange Act Documents Placement Memorandum and the representations and warranties of the Company contained herein. There are no suitsInvestor understands that its acquisition of the Units has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire attached as Exhibit B to the Placement Memorandum, which questionnaire is true and correct in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 5.1. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsSecurities; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Preferred Shares and Warrants set forth in Section 3 Article IV of the Signature Page to the attached Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units the Securities or any arrangement or understanding with any other persons regarding the distribution of such UnitsSecurities; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Conversion Shares and Warrant Shares or until the Company is otherwise no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Preferred Shares and Warrants set forth in Section 3 Article IV of the Signature Page to the attached Securities Purchase Agreement, relied only upon the Exchange Act Documents Documents, the Securities Act Documents, and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that neither the Offering nor the acquisition of the Securities have been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein and the information provided in the Investor’s Investor Questionnaire. The Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor Investor, severally and not jointly, represents and warrants to, and covenants with, to the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is knowledgeablehas the knowledge, sophisticated sophistication and experienced in makingexperience necessary to make, and is qualified to make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed had the opportunity to request and considered review all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and cover page hereto for its own account, or for the account of others for whom it acts as investment advisor only, for investment only and with no present intention of distributing any of such Units or Shares in violation of the Securities Act nor does the Investor have any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; provided, that this representation and warranty shall not limit the Investor's right to sell the Shares pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws, (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of has filled in all requested information on the Selling Stockholder Notice and Questionnaire attached hereto as Exhibit C (or solicit any offers to buy, purchase or otherwise acquire or take a pledge ofthe "Questionnaire") any hereto for use in preparation of the Units except in compliance with the Securities Act, applicable state securities laws Registration Statement and the respective rules answers thereto are true and regulations promulgated thereunder; (v) all of the representations made by the Investor are true, correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; and (viiv) the Investor has, will notify the Company promptly of any material change in connection with any of such information in the Questionnaire until such time as the Investor has sold all of its decision Shares or until the Company is no longer required to purchase keep the number of Units set forth in Section 3 Registration Statement effective. The Investor understands that its acquisition of the Signature Page to Shares has not been registered under the Securities Purchase AgreementAct or registered or qualified under any state securities law in reliance on specific exemptions therefrom, relied only upon which exemptions may depend upon, among other things, the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is knowledgeablehas the knowledge, sophisticated sophistication and experienced in makingexperience necessary to make, and is qualified to make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed had the opportunity to request and considered review all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and signature page hereto for its own account for investment only and with no present intention of distributing any of such Units or Shares in violation of the Securities Act nor does the Investor have any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has filled in all requested information on the signature page hereto for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents SEC Documents, other publicly available information and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein.

Representations, Warranties and Covenants of the Investor. 5.1 5.1. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed investment decision to purchase the UnitsSecurities; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Securities as set forth in Section 3 of the Signature Page to the Securities Purchase this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units the Securities or any arrangement or understanding with any other persons regarding the distribution of such UnitsSecurities; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (v) all of the representations made by the Investor are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; and (viiv) the Investor has, in connection with its decision to purchase the number of Units Securities as set forth in Section 3 of the Signature Page to the Securities Purchase this Agreement, relied only upon the documents filed by the Company under the Securities Exchange Act Documents of 1934, as amended, since January 1, 2011 and has had the opportunity to consult with management regarding the disclosures in the foregoing documents prior to making its investment decision and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that neither the Offering nor the acquisition of the Securities have been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Signature Page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents Company Information provided to the Investor by the Company in contemplation of this offering and the representations and warranties of the Company contained herein. There are no suits, pending litigationInvestor understands that its acquisition of the Shares has not been registered under the Securities Act, or claims against registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire attached hereto Exhibit B, which questionnaire is true and correct in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is a "qualified institutional buyer" or an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the signature page hereto for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; and (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents SEC Filings and the representations and warranties of the Company contained hereinherein and (vii) the Investor is not a registered broker-dealer or engaged in the business of a broker-dealer. There are no suitsInvestor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire attached hereto as Exhibit A, which questionnaire is true and correct in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 4.1 INVESTOR KNOWLEDGE AND STATUS. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor Act, is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to to, investments in shares securities presenting an investment decision like similar to that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companiesShares, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read understands that the Shares are "restricted securities" and fully understands have not been registered under the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor Securities Act and is acquiring the number of Units Shares set forth in Section paragraph 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with only, has no present intention of distributing any of such Units or any Shares and has no arrangement or understanding with any other persons regarding the distribution of such UnitsShares (this representation and warranty not limiting the Investor's right to sell Shares pursuant to a Registration Statement filed under the Registration Rights Agreement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor's right to indemnification under Section 3 of the Registration Rights Agreement); (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions in paragraph 4 of the representations made by Securities Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section paragraph 3 of the Signature Page to the Securities Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained hereinherein and the information contained in the SEC Reports. There are no suits, pending litigationThe Investor understands that the issuance of the Shares to the Investor has not been registered under the Securities Act, or claims against registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the undersigned representations made by the Investor in this Agreement. No person (including without limitation the Placement Agent) is authorized by the Company to provide any representation that could materially affect is inconsistent with or in addition to those contained herein or in the net worth of SEC Reports, and the InvestorInvestor acknowledges that it has not received or relied on any such representations.

Representations, Warranties and Covenants of the Investor. 5.1 4.1 INVESTOR KNOWLEDGE AND STATUS. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read understands that the Shares are "restricted securities" and fully understands have not been registered under the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor Securities Act and is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement hereto in the ordinary course of its business and for its own account for investment only and with only, has no present intention of distributing any of such Units or any Shares and has no arrangement or understanding with any other persons regarding the distribution of such UnitsShares (this representation and warranty not limiting the Investor's right to sell Shares pursuant to the Registration Statement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor's right to indemnification under Section 6.3); (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Signature Page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suits, pending litigationInvestor understands that the issuance of the Shares to the Investor has not been registered under the Securities Act, or claims against registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. The Placement Agent is not authorized to make any representation or use any information in connection with the placement, purchase and sale of the Shares, and no person is authorized to provide any representation which is inconsistent or in addition to those in the SEC Reports. The Investor acknowledges that it has not received or relied on any such representations.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) all of the representations made by the Investor has answered all questions on the Signature Page hereto, the Registration Statement Questionnaire attached hereto as Exhibit B, and the Investor Questionnaire attached hereto as Exhibit C, and the answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents Company Information provided to the Investor by the Company in contemplation of this offering and the representations and warranties of the Company contained herein. There are no suits, pending litigationInvestor understands that its acquisition of the Shares has not been registered under the Securities Act, or claims against registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Signature Page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents Company Information provided to the Investor by the Company in contemplation of this offering and the representations and warranties of the Company contained herein. There are no suitsInvestor understands that its acquisition of the Shares has not been registered under the Securities Act of 1933, pending litigationas amended (the "Securities Act"), or claims against registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire attached hereto Exhibit B, which questionnaire is true and correct in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares other than as contemplated in Section 7 of this Agreement; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Signature Page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents Company Information provided to the Investor by the Company in contemplation of this offering and the representations and warranties of the Company contained herein. There are no suitsInvestor understands that its acquisition of the Shares has not been registered under the Securities Act of 1933, pending litigationas amended (the "Securities Act"), or claims against registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire attached hereto Exhibit B, which questionnaire is true and correct in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) (A) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares and the Warrant, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares and the Warrant and (B) the Company has made available to the Investor, prior to the date hereof, the opportunity to ask questions of and receive complete and correct answers from representatives of the Company concerning the terms and conditions of the Shares and the Warrant and to obtain any additional information relating to the financial condition and business of the Company (provided that any investigation conducted by the Investor shall not affect its right to rely on the representations and warranties of the Company contained herein) and the Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the investment in the Shares and the Warrant; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares and the Warrant to purchase the number of Warrant Shares, each as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares, Warrant or Warrant Shares (other than pursuant to the Registration Statement or any exemption from the registration requirements of the Securities Act) or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares, Warrant or Warrant Shares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares and the Warrant except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete in all material respects as of the date hereof and will be true, correct and complete as of the Closing Date and the Filing Date; (v) the Investor will notify the Company of any change in any of such information until such time as the Investor has sold all of its Shares and Warrant Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares and the Warrant to purchase the number of Warrant Shares, each as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, relied only upon the Exchange Act Documents Documents, the information provided to it pursuant to clause (i)(B) of this Section 5.1 and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares and the Warrant has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares, Warrant or Warrant Shares for any period of time. The Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) either (A) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares or (B) the Company has made available to the Investor, prior to the date hereof, the opportunity to ask questions of and receive complete and correct answers from representatives of the Company concerning the terms and conditions of the Shares and to obtain any additional information relating to the financial condition and business of the Company and the Investor, either alone or with its purchaser representative, has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the investment in the Shares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of the Signature Page to the Securities Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of the Signature Page to the Securities Stock Purchase Agreement, relied only upon the Exchange Act Documents Documents, the 2003 Draft Financial Statements and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares for any period of time. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 5.1. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares and the Warrant, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares and the Warrant; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares and a Warrant to purchase the number of Warrant Shares, each as set forth in Section 3 of the Signature Page to the Securities Stock and Warrant Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares, Warrants or Warrant Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares, Warrant or Warrant Shares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares, Warrant or Warrant Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) all of the representations made by the Investor has answered all questions on the Investor Questionnaire and the Registration Statement Questionnaire for use in preparation of each Registration Statement and the answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares and Warrant Shares or until the Company is no longer required to keep any Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares and the Warrant to purchase the number of Warrant Shares, each as set forth in Section 3 of the Signature Page to the Securities Stock and Warrant Purchase Agreement, relied only upon the Exchange Act Disclosure Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares and the Warrant has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares, Warrant or Warrant Shares for any period of time. The Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of the Signature Page to the Securities Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iv) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (v) all of the representations made by the Investor are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; (vi) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep a registration statement effective; and (vivii) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of the Signature Page to the Securities Stock Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth of the Investor.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: that (ia) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsSecurities; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iiib) the Investor is acquiring the number of Units Preferred Shares set forth in Section 3 Article V of the Signature Page to the attached Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units the Securities or any arrangement or understanding with any other persons regarding the distribution of such UnitsSecurities; (ivc) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (vd) all of the representations made by the Investor has answered all questions on the Investor Questionnaire and the answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; (e) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Conversion Shares; and (vif) the Investor has, in connection with its decision to purchase the number of Units Preferred Shares set forth in Section 3 Article V of the Signature Page to the attached Securities Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that neither the Offering nor the acquisition of the Securities have been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein and the information provided in the Investor’s Investor Questionnaire. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares (other than pursuant to the Registration Statement) or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date and the Filing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, Agreement relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares for any period of time.

Representations, Warranties and Covenants of the Investor. 5.1 4.1 INVESTOR KNOWLEDGE AND STATUS. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsSecurities; (ii) the Investor has carefully read understands that the Securities are "restricted securities" and fully understands have not been registered under the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor Securities Act or any applicable state securities law and is acquiring the number of Units Shares and Investor Warrants set forth in Section paragraph 3 of the Signature Page Agreement to the Securities Purchase Agreement which this Annex is attached in the ordinary course of its business and for its own account for investment only and with only, has no present intention of distributing any of such Units or any Securities and has no arrangement or understanding with any other persons regarding the distribution of such UnitsSecurities (this representation and warranty not limiting the Investor's right to sell the Common Stock pursuant to the Registration Statement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor's right to indemnification under Section 6.3); (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions in paragraph 3 of the representations made by Agreement to which this Annex is attached and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares, Common Stock and Warrant Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares and Investor Warrants set forth in Section 3 of on the Signature Page signature page to the Securities Purchase AgreementAgreement to which this Annex is attached, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained hereinherein and the information contained in the SEC Reports. There are no suits, pending litigationThe Investor understands that the issuance of the Securities to the Investor has not been registered under the Securities Act, or claims against registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. The Placement Agent is not authorized to make any representation or use any information in connection with the placement, purchase and sale of the Securities, and no person is authorized to provide any representation which is inconsistent or in addition to those in the SEC Reports. The Investor acknowledges that it has not received or relied on any such representations.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the signature page hereto for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents Placement Memorandum and the representations and warranties of the Company contained herein. There are no suitsInvestor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire contained in Exhibit D to the Placement Memorandum, which questionnaire is true and correct in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 4.1 INVESTOR KNOWLEDGE AND STATUS. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor Act, is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to to, investments in shares securities presenting an investment decision like similar to that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companiesSecurities, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsSecurities; (ii) the Investor has carefully read understands that the Securities are "restricted securities" and fully understands have not been registered under the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor Securities Act and is acquiring the number of Units Securities set forth in Section paragraph 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with only, has no present intention of distributing any of such Units or any Securities and has no arrangement or understanding with any other persons regarding the distribution of such UnitsSecurities (this representation and warranty not limiting the Investor's right to sell Securities pursuant to a Registration Statement filed under the Registration Rights Agreement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor's right to indemnification under Section 3 of the Registration Rights Agreement); (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions in paragraph 4 of the representations made by Securities Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Securities or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Securities set forth in Section paragraph 3 of the Signature Page to the Securities Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained hereinherein and the information contained in the SEC Reports. There are no suits, pending litigationThe Investor understands that the issuance of the Securities to the Investor has not been registered under the Securities Act, or claims against registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the undersigned representations made by the Investor in this Agreement. No person (including without limitation the Placement Agent) is authorized by the Company to provide any representation that could materially affect is inconsistent with or in addition to those contained herein or in the net worth of SEC Reports, and the InvestorInvestor acknowledges that it has not received or relied on any such representations.

Representations, Warranties and Covenants of the Investor. 5.1 4.1 INVESTOR KNOWLEDGE AND STATUS. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read understands that the Shares are "restricted securities" and fully understands have not been registered under the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor Securities Act and is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement hereto in the ordinary course of its business and for its own account for investment only and with only, has no present intention of distributing any of such Units or any Shares and has no arrangement or understanding with any other persons regarding the distribution of such UnitsShares (this representation and warranty not limiting the Investor's right to sell Shares pursuant to the Registration Statement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor's right to indemnification under Section 6.3); (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Signature Page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suits, pending litigationInvestor understands that the issuance of the Shares to the Investor has not been registered under the Securities Act, or claims against registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. The Placement Agent is not authorized to make any representation or use any information in connection with the placement, purchase and sale of the Shares, and no person is authorized to provide any representation which is inconsistent or in addition to those in the SEC Reports. The Investor acknowledges that it has not received or relied on any such representations.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities Securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsSecurities; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Securities set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units or any arrangement or understanding with any other persons regarding the distribution of such Unitsaccount; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Signature Page and the Investor Questionnaire for use in preparation of the representations made by Prospectus Supplement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; and (viv) the Investor hasInvestor, in connection with its decision to purchase the number of Units Securities set forth in Section 3 of on the Signature Page to the Securities Purchase AgreementPage, relied is relying only upon the Exchange Act Documents Prospectus, the documents incorporated by reference therein and the representations and warranties of the Company contained herein. There are no suits; and (vi) the Investor, pending litigationafter giving effect to the transactions contemplated hereby, will not, either individually or claims against the undersigned that could materially affect the net worth with a group (as defined in Section 13(d)(3) of the InvestorExchange Act), be the beneficial owner of 15% or more of the Company’s outstanding Common Stock. For purposes of this Section 5.1, beneficial ownership shall be determined pursuant to Rule 13d-3 under the Exchange Act.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 501(a) of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities issued by the Company and investments in comparable companiesCompany, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsSecurities; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Securities set forth in Section 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Securities or any arrangement or understanding with any other persons regarding the distribution of such UnitsSecurities, however, nothing shall limit the Investor's right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws and nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Securities for any period of time; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions in the Securities Purchase Agreement for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete in all material respects as of the date hereof and will be true, correct and complete in all material respects as of the applicable Closing Date; (v) the Investor will notify the Company in writing immediately of any material change in any of such information until such time as the Investor has sold all of its Securities or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Securities set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Securities has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Investor understands that the Securities purchased hereunder have to be held indefinitely unless there is an effective Registration Statement or an applicable exemption from the registration requirements under the Securities Act with respect to the Securities, and the Investor is able to bear the economic risk of an investment in the Securities.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsSecurities; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Common Shares, Preferred Shares and Warrants set forth in Section 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units the Securities or any arrangement or understanding with any other persons regarding the distribution of such UnitsSecurities; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Common Shares, Conversion Shares and Warrant Shares or until the Company is otherwise no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Common Shares, Preferred Shares and Warrants set forth in Section Paragraph 3 of the Signature Page to the Securities Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that neither this Offering nor the acquisition of the Securities have been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein and the information provided in the Investor’s Investor Questionnaire. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsSecurities; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Securities set forth in Section 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Securities or any arrangement or understanding with any other persons regarding the distribution of such UnitsSecurities; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Securities or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Securities set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Securities has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the signature page hereto for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents Placement Memorandum and the representations and warranties of the Company contained herein. There are no suitsInvestor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire attached herein, which questionnaire is true and correct in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” a "qualified institutional buyer" as defined in Rule 501 of Regulation D 144A under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Signature Page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing DateDate and Exhibit B is expressly incorporated herein by reference; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor hashas not received from the Company or Placement Agent any information regarding the Company or the Shares, in connection with its decision other than the Company Information. The Investor has carefully considered the potential risks relating to the Company and a purchase the number of Units set forth in Section 3 of the Signature Page to Shares, and fully understands that the Securities Purchase AgreementShares are speculative investments, relied only upon the Exchange Act Documents and the representations and warranties which involve a high degree of the Company contained herein. There are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth risk of loss of the Investor's entire investment. The Investor understands that (a) its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, (b) that the Shares therefore cannot be resold unless they are registered under the Act or when an exemption from registration is available, and (c) that the certificates for the Shares will bear a legend stating that they have not been registered under federal or state securities law and cannot be resold unless they are registered or an exemption from registration is available.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the signature page hereto for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents Placement Memorandum and the representations and warranties of the Company contained herein. There are no suitsInvestor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire attached as Exhibit B to the Placement Memorandum, which questionnaire is true and correct in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: that (ia) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsSecurities; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iiib) the Investor is acquiring the number of Units Preferred Shares and Warrants set forth in Section 3 Article V of the Signature Page to the attached Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units the Securities or any arrangement or understanding with any other persons regarding the distribution of such UnitsSecurities; (ivc) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (vd) all of the representations made by the Investor has answered all questions on the Investor Questionnaire and the answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; (e) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Conversion Shares and Warrant Shares; and (vif) the Investor has, in connection with its decision to purchase the number of Units Preferred Shares and Warrants set forth in Section 3 Article V of the Signature Page to the attached Securities Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that neither the Offering nor the acquisition of the Securities have been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein and the information provided in the Investor’s Investor Questionnaire. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the signature page hereto for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any information provided to the Company, to the extent the Company requires any such changed information in order to comply with any law or any regulation or rule of any government agency, the National Association of Securities Dealers or the Nasdaq National Market applicable to the Company, until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents Placement Memorandum and the representations and warranties of the Company contained herein. There are no suitsInvestor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire attached to the Placement Memorandum, which questionnaire is true and correct in all material respects. Investor agrees to furnish promptly to the Company such information regarding such Investor and the distribution proposed by such Investor as the Company may reasonably request in order to prepare the Registration Statement and to the extent the Company requires any such information in order to comply with any law or any regulation or rule of any government agency, the National Association of Securities Dealers or the Nasdaq National Market applicable to the Company.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Unitsnumber of the Shares and the number of the Warrants, in each case, set forth on the Investor’s signature page to this Agreement, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares and the Warrants; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units set forth in Section 3 of Shares and the Signature Page to the Securities Purchase Agreement Warrants in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units the Shares or the Warrant Shares (other than pursuant to the Registration Statement) or any arrangement or understanding with any other persons regarding the distribution of such Unitsthe Shares or the Warrant Shares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares or the Warrant Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire attached hereto for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date and the Filing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as such Investor has sold all of the Shares and the Warrant Shares owned by it or until the Company is no longer required to keep the Registration Statement effective (other than changes in the number of Shares or Warrant Shares); and (vi) the Investor has, in connection with its decision to purchase the number of Units set forth in Section 3 of the Signature Page to Shares and the Securities Purchase Agreement, Warrants relied only upon the Exchange Act SEC Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares and the Warrants has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by the Investor to hold the Shares, the Warrants or the Warrant Shares for any period of time.

Representations, Warranties and Covenants of the Investor. 5.1 5.1. The Investor represents and warrants to, and covenants with, the Company that: (ia) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsSecurities; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iiib) the Investor is acquiring the number of Units set forth in Section 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Securities or any arrangement or understanding with any other persons regarding the distribution of such UnitsSecurities; (ivc) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (vd) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; (e) if necessary under applicable law, the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Securities or until the Company is no longer required to keep the Registration Statement effective; and (vif) the Investor has, in connection with its decision to purchase the number of Units set forth in Section 3 of the Signature Page to the Securities Purchase AgreementSecurities, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Securities has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Units; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units set forth in Section 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units or any arrangement or understanding with any other persons regarding the distribution of such Units; (iv) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (v) all of the representations made by the Investor are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; and (vi) the Investor has, in connection with its decision to purchase the number of Units set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth of the Investor.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units shares set forth in Section 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iv) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (v) all of the representations made by the Investor are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; and (vi) the Investor has, in connection with its decision to purchase the number of Units shares set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth of the Investor.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor Investor, severally and not jointly with any other Investors, represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 501(a) of Regulation D under the Securities Act and that the Investor is knowledgeablehas the knowledge, sophisticated sophistication and experienced in makingexperience necessary to make, and is qualified to make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and or investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and signature page hereto for its own account for investment only and with no present intention of distributing any of such Units Shares in violation of the Securities Act or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) immediately following the Closing the Investor will be the beneficial owner of the Shares purchased pursuant to this Agreement; (v) the Investor has filled in all requested information on the signature page hereto for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (vi) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vivii) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents confidential Private Placement Memorandum dated December 16, 2003, the SEC Documents, other publicly available information and the representations and warranties of the Company contained herein. There are no suits, pending litigation, or claims against the undersigned The Investor understands that could materially affect the net worth its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions depend upon, among other things, the Investor’s representations, warranties and covenants herein.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsPreferred Shares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsPreferred Shares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Preferred Shares set forth in Section 3 of the Signature Page to the Securities Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Preferred Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsPreferred Shares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Conversion Shares or until the Company is otherwise no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Preferred Shares set forth in Section Paragraph 3 of the Signature Page to the Securities Stock Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that neither this Offering nor the acquisition of the Securities have been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein and the information provided in the Investor’s Investor Questionnaire. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 501(a) of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsSecurities; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Securities set forth in Section 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Securities or any arrangement or understanding with any other persons regarding the distribution of such UnitsSecurities; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions in the Securities Purchase Agreement for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; (v) the Investor will notify the Company in writing immediately of any change in any of such information until such time as the Investor has sold all of its Securities or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Securities set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Securities has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein. Investor understands that the Securities purchased hereunder have to be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Securities or an exemption from registration available under the Securities Act and applicable state securities laws, and the Investor is able to bear the economic risk of an investment in the Securities.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Units; (ii) ) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units set forth in Section 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units or any arrangement or understanding with any other persons regarding the distribution of such Units; (iv) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (v) all of the representations made by the Investor are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; (vi) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or Warrant Shares or until the Company is no longer required to keep the Registration Statement effective; and (vivii) the Investor has, in connection with its decision to purchase the number of Units set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. The Investor understands that its acquisition of the Units, Shares and Warrant Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. There are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth of the Investor.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares and the Warrant, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares and the Warrant; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the Warrant to purchase the number of Units Warrant Shares and the number of Shares, each as set forth in Section 3 of the Signature Page to the Securities Stock and Warrant Purchase Agreement Agreement, in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares, Warrant or Warrant Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares, Warrant or Warrant Shares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares, Warrant or Warrant Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the applicable Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information prior to the Subsequent Closing Date, and thereafter, to the extent reasonably required under applicable law or regulation, until such time as the Investor has sold all of its Shares and Warrant Shares or until the Company is no longer required to keep the Registration Statement effective; (vi) the Investor has, in connection with its decision to purchase the number of Units Shares and the Warrant to purchase the number of Warrant Shares, each as set forth in Section 3 of the Signature Page to the Securities Stock and Warrant Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are ; and (vii) Investor has no suitsliability or obligation to pay any fees or commissions to any broker, pending litigationfinder, or claims against agent with respect to the undersigned transactions contemplated by this Agreement for which the Company could become liable or obligated. The Investor understands that could materially affect its acquisition of the net worth Shares and the Warrant has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor's investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares, Warrant or Warrant Shares for any period of time. The Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: that (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsSecurities; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Common Shares and Warrants set forth in Section 3 Paragraph III of the Signature Page to the Securities Purchase this Agreement in the ordinary course of its his business and for its his own account for investment only and with no present intention of distributing any of such Units the Securities or any arrangement or understanding with any other persons regarding the distribution of such UnitsSecurities; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) all of the representations made by the Investor has answered all questions on the Investor Questionnaire and the answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; and (viv) the Investor has, in connection with its his decision to purchase the number of Units Common Shares and Warrants set forth in Section 3 Paragraph III of the Signature Page to the Securities Purchase this Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that neither this Offering nor the acquisition of the Securities have been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein and the information provided in the Investor’s Investor Questionnaire. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 501(a) of Regulation D under the Securities Act and that the Investor is knowledgeablehas the knowledge, sophisticated sophistication and experienced in makingexperience necessary to make, and is qualified to make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and or investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and signature page hereto for its own account for investment only and with no present intention of distributing any of such Units Shares in violation of the Securities Act or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor is the beneficial owner of the Shares purchased pursuant to this Agreement; (v) the Investor has filled in all requested information on the signature page hereto for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (vi) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vivii) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents confidential Private Placement Memorandum dated April 23, 2002, the SEC Documents, other publicly available information and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: that (ia) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsSecurities; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iiib) the Investor is acquiring the number of Units Preferred Shares set forth in Section 3 Article IV of the Signature Page to the attached Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units the Securities or any arrangement or understanding with any other persons regarding the distribution of such UnitsSecurities; (ivc) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (vd) all of the representations made by the Investor has answered all questions on the Investor Questionnaire and the answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; (e) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Conversion Shares; and (vif) the Investor has, in connection with its decision to purchase the number of Units Preferred Shares set forth in Section 3 Article IV of the Signature Page to the attached Securities Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that neither the Offering nor the acquisition of the Securities have been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein and the information provided in the Investor’s Investor Questionnaire.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares and Warrants, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares and Warrants; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares and Warrants set forth in Section 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares and Warrant Shares (other than pursuant to the Registration Statement) or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares and Warrant Shares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares and Warrant Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date and the Filing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares and Warrant Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares and Warrant Shares set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, Agreement relied only upon the Exchange Act SEC Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares and Warrants has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares and Warrants for any period of time.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares and the Warrants, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares and the Warrants; provided, however, that nothing set forth in this Section 5 shall in any way limit the Investor's ability to rely on the representations and warranties of the Company set forth herein; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page hereto and the Warrants to purchase the Securities Purchase Agreement number of shares of Common Stock set forth on the Signature Page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or Warrants or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares or Warrants; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares or the Warrants except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) all of the representations made by the Investor has answered all questions on the Signature Page hereto and the Investor Questionnaire attached hereto as EXHIBIT C and the answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares and Conversion Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page hereto and the Warrants to purchase the Securities Purchase Agreementnumber of shares of Common Stock set forth on the Signature Page hereto, relied only upon the Exchange Act Documents Company Information provided to the Investor by the Company in contemplation of this offering and the representations and warranties of the Company contained herein. There are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth of the Investor.the

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the representations made by Registration Statement (as defined in Section 7.1(c) hereof) and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsInvestor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire(s) attached hereto, which questionnaire is true and correct in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor Investor, together with its purchaser representative, if any, is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Signature Page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any material change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementhereto, relied only upon the Exchange Act Documents Company Information provided to the Investor by the Company in contemplation of this offering and the representations and warranties of the Company contained herein. There are no suitsInvestor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire attached hereto Exhibit B, which questionnaire is true and correct in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 5.1. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsPreferred Shares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsPreferred Shares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Preferred Shares set forth in Section 3 Article III of the Signature Page to the attached Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units the Preferred Shares or any arrangement or understanding with any other persons regarding the distribution of such Unitssecurities; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Preferred Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (v) all of the representations made by the Investor are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; and (viiv) the Investor has, in connection with its decision to purchase the number of Units Preferred Shares set forth in Section 3 Article IV of the Signature Page to the attached Securities Purchase Agreement, relied only upon the documents filed by the Company under the Securities Exchange Act Documents of 1934, as amended, since January 1, 2009 (the “Exchange Act Documents”) and has reviewed or has had the opportunity to review a draft copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, and has had the opportunity to consult with management regarding the disclosures in the foregoing documents prior to making its investment decision and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that neither the Offering nor the acquisition of the Preferred Shares have been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor severally, but not jointly with any other Investor, represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares and the Warrant, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares and the Warrant; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the Warrant to purchase the number of Units Warrant Shares and the number of Shares, each as set forth in Section 3 of the Signature Page to the Securities Stock and Warrant Purchase Agreement Agreement, in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares, Warrant or Warrant Shares or entering into any arrangement or understanding with any other persons regarding the distribution of such UnitsShares, Warrant or Warrant Shares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares, Warrant or Warrant Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and and, unless otherwise disclosed to the Company in writing prior to the Closing Date, will be true, correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information which is required to be disclosed in the Registration Statement until such time as the Investor has sold all of its Shares and Warrant Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares and the Warrant to purchase the number of Warrant Shares, each as set forth in Section 3 of the Signature Page to the Securities Stock and Warrant Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares and the Warrant has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares, Warrant or Warrant Shares for any period of time. The Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) (A) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares and the Warrant, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares and the Warrant and (B) the Company has made available to the Investor, prior to the date hereof, the opportunity to ask questions of and receive complete and correct answers from representatives of the Company concerning the terms and conditions of the Shares and the Warrant and to obtain any additional information relating to the financial condition and business of the Company and the Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the investment in the Shares and the Warrant; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares and the Warrant to purchase the number of Warrant Shares, each as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares, Warrant or Warrant Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares, Warrant or Warrant Shares (other than pursuant to the Registration Statement or in compliance with applicable laws); (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares and the Warrant except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date and the Filing Date; (v) the Investor will notify the Company of any change in any of such information until such time as the Investor has sold all of its Shares and Warrant Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares and the Warrant to purchase the number of Warrant Shares, each as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares and the Warrant has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares, Warrant or Warrant Shares for any period of time. The Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 501(a) of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Signature Page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing DateDate and Exhibit B is expressly incorporated herein by reference; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents Company Information provided to the Investor by the Company in contemplation of this offering and the representations and warranties of the Company contained herein. There The Investor has carefully considered the potential risks relating to the Company and a purchase of the Shares, and fully understands that the Shares are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth speculative investments which involve a high degree of risk of loss of the Investor's entire investment. The Investor understands that (a) its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, (b) that the Shares therefore cannot be resold unless they are registered under the Act or when an exemption from registration is available, and (c) that the certificates for the Shares will bear a legend stating that they have not been registered under federal or state securities law and cannot be resold unless they are registered or an exemption from registration is available.

Representations, Warranties and Covenants of the Investor. 5.1 4.1 INVESTOR KNOWLEDGE AND STATUS. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor Act, is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to to, investments in shares securities presenting an investment decision like similar to that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companiesShares, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read understands that the Shares are "restricted securities" and fully understands have not been registered under the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor Securities Act and is acquiring the number of Units Shares set forth in Section paragraph 3 of the Signature Page to the Securities Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only and with only, has no present intention of distributing any of such Units or any Shares and has no arrangement or understanding with any other persons regarding the distribution of such UnitsShares (this representation and warranty not limiting the Investor's right to sell Shares pursuant to the Registration Statement or otherwise or, other than with respect to any claim arising out of a breach of this representation and warranty, the Investor's right to indemnification under Section 6.3); (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions in paragraph 4 of the representations made by Stock Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; (vi) the Investor is not a "dealer" within the meaning of the Securities Act or a "broker" or "dealer" within the meaning of the Exchange Act; and (vivii) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section paragraph 3 of the Signature Page to the Securities Stock Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained hereinherein and the information contained in the SEC Reports. There are no suits, pending litigationThe Investor understands that the issuance of the Shares to the Investor has not been registered under the Securities Act, or claims against registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the undersigned representations made by the Investor in this Agreement. No person (including without limitation the Placement Agents) is authorized by the Company to provide any representation that could materially affect is inconsistent with or in addition to those contained herein or in the net worth of SEC Reports, and the InvestorInvestor acknowledges that it has not received or relied on any such representations.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, Warrant and Warrant Shares issuable upon exercise of the Warrant, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares and the Warrant; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares and the Warrant set forth in Section 3 of on the Signature Page to hereto and any Warrant Shares it may acquire upon exercise of the Securities Purchase Agreement Warrant in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares, Warrant or Warrant Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares, Warrant or Warrant Shares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares, Warrant or Warrant Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Signature Page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any material change in any of such information until such time as the Investor has sold all of its Securities or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares and the Warrant set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementhereto, relied only upon the Exchange Act Documents information delivered to the Investor as described in Section 4.5 above and the representations and warranties of the Company contained herein. There are no suits, pending litigation, or claims against the undersigned Investor understands that could materially affect the net worth its acquisition of the Investor.Shares, the Warrant and any Warrant Shares it may acquire upon exercise of the Warrant has not been registered under the Securities Act or registered or qualified under any state securities law in

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) either (A) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares or (B) the Company has made available to the Investor, prior to the date hereof, the opportunity to ask questions of and receive complete and correct answers from representatives of the Company concerning the terms and conditions of the Shares and to obtain any additional information relating to the financial condition and business of the Company and the Investor, either alone or with Wellington Management Company, LLP as its purchaser representative, has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the investment in the Shares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of the Signature Page to the Securities Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of the Signature Page to the Securities Stock Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares for any period of time. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 (a) The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, the Warrants and the Warrant Shares (the “Securities”), including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsSecurities; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units set forth in Section 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units the Securities or any arrangement or understanding with any other persons regarding the distribution of such UnitsSecurities; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) all of the representations made by the Investor has answered all questions on the signature page hereto for use in preparation for the Registration Statement (as that term is defined below) and the answers thereto are true, true and correct and complete as of the date hereof hereof; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares, Warrants and will be true, correct and complete as of Warrant Shares or until the Closing DateCompany is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units set forth in Section 3 of the Signature Page to the Securities Purchase AgreementSecurities, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth of the Investor.

Representations, Warranties and Covenants of the Investor. 5.1 6.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is either an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act or a non-U.S. person as defined in Regulation S under the Securities Act who is acquiring the Securities in an offshore transaction, and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsSecurities; (ii) the Investor has carefully read understands that the Securities are “restricted securities” and fully understands have not been registered under the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor Securities Act and is acquiring the number of Units Securities set forth in Section paragraph 3 of the Signature Page to the Securities Stock Purchase Agreement in the ordinary course of its business and for its own account and not with a view towards, or for investment only resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act (including pursuant to the Registration Statement (as defined in Section 8.1 below), and has no agreement or understanding, directly or indirectly, with no present intention of distributing any person to distribute any of such Units or any arrangement or understanding with any other persons regarding the distribution of such UnitsSecurities; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire and has answered all questions on the Investor Questionnaire for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete in all material respects as of the date hereof and will be true, correct and complete in all material respects as of the Closing Date; and (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Securities or until the Company is no longer required to keep the Registration Statement effective; (vi) the Investor has, in connection with its decision to purchase the number of Units Securities set forth in Section paragraph 3 of the Signature Page to the Securities Stock Purchase Agreement, relied only upon the Exchange Act Documents and Documents, the representations and warranties of the Company contained hereinherein and in the Exhibits attached hereto, and written information provided by the Company or its counsel; and (vii) the Investor has reviewed and understood the Company’s Exchange Act Documents; (viii) the Investor has read and understands the risk factors of Weifang Shengtai Pharmaceutical Co., Ltd. (in Exhibit F hereto) and has considered those and other risks in deciding to purchase the Securities and (ix) the Investor is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. There are no suitsThe Investor understands that its acquisition of the Securities has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth representations of the Investor, including the bona fide nature of the Investor’s investment intent, as contained herein. The Investor acknowledges and agrees that a restrictive legend will be included on the Securities as follows: THE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHETICATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN ACCORDANCE WITH AN EXEMPTION THEREFROM, IF AVAILABLE, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AS EVIDENCED BY AN OPINION OF COUNSEL FOR THE TRANSFEROR REASONABLY SATISFACTORY TO THE COMPANY, PROVIDED THAT NO SUCH OPINION OR ANY CONSENT BY THE COMPANY SHALL BE REQUIRED FOR PLEDGE OF THE SECURITIES PURSUANT TO A BONA FIDE MARGIN OR FINANCING ARRANGEMENT.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is knowledgeablehas the knowledge, sophisticated sophistication and experienced in makingexperience necessary to make, and is qualified to make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and signature page hereto for its own account for investment only and with no present intention of distributing any of such Units Shares in violation of the Securities Act or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; provided, however, that the foregoing shall not obligate the Investor to hold the Shares for any period of time or to otherwise restrict the disposition thereof; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has filled in all requested information on the signature page hereto for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents SEC Documents, other publicly available information and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of the Signature Page to the Securities Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section Paragraph 3 of the Signature Page to the Securities Stock Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that neither this Offering nor the acquisition of the Shares have been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein and the information provided in the Investor's Investor Questionnaire. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 4.1 INVESTOR KNOWLEDGE AND STATUS. The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “"accredited investor” " as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read understands that the Shares are "restricted securities" and fully understands the risks involved with an investment in offer and sale thereof have not been registered under the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor Securities Act and is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement signature page hereto in the ordinary course of its business and for its own account for investment only and with only, has no present intention of distributing any of such Units or any Shares and has no arrangement or understanding with any other persons regarding the distribution of such UnitsShares (this representation and warranty not limiting the Investor's right to sell Shares pursuant to the Registration Statement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor's right to indemnification under Section 6.3); (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the signature page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents SEC Reports, the Company's earnings press release dated August 14, 2001, and the representations and warranties of the Company contained herein. There are no suits, pending litigationInvestor understands that the issuance of the Shares to the Investor has not been registered under the Securities Act, or claims against registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. The Placement Agent is not authorized to make any representation or use any information in connection with the placement, purchase and sale of the Shares, and no person is authorized to provide any representation which is inconsistent or in addition to those herein or in the SEC Reports. The Investor acknowledges that it has not received or relied on any such representations.

Representations, Warranties and Covenants of the Investor. 5.1 6.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of the Signature Page to the Securities Purchase this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units or Shares; (iii) the Investor has not entered into any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iv) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (v) all of the representations made by the Investor are true, correct shall furnish to the Company such information regarding such Investor and complete the distribution proposed by such Investor as of the date hereof Company may reasonably request in writing and will as shall be true, correct and complete as of the Closing Datereasonably required in connection with any U.S. Registration; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, this Agreement relied only upon the Exchange Act Company SEC Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any applicable securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein. The Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company and the Current Stockholder that: (i) the Investor is an “institutional "accredited investor” " as defined in paragraphs (1), (2), (3) or (7) of subsection (a) of Rule 501 of Regulation D under the Securities Act and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreement signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has answered all questions on the Investor Questionnaire hereto for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section 3 of on the Signature Page to the Securities Purchase Agreementsignature page hereto, relied only upon the Exchange Act Documents and the representations and warranties of the Company and the Current Stockholder contained herein. There are no suitsInvestor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire attached as Exhibit B to the Exchange Act Documents, which questionnaire is true, correct and complete in all material respects.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor has reviewed the Company’s public filings with the SEC; (ii) the Investor has had an opportunity to ask the Company’s representatives questions regarding the offering and receive answers from the Company; (iii) the Investor has been afforded an opportunity to request from the Company, and to review, all additional information the Investor considered to be necessary to make an informed investment decision with respect to the Shares; (iv) the Investor is an institutional “accredited investor” (as defined in Rule 501 501(a) (1), (2), (3), or (7) of Regulation D under the Securities Act Act), a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and that the Investor is also knowledgeable, sophisticated and experienced in making, making and is qualified to make decisions with respect to to, investments in shares securities presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Units; (iiv) by reason of the Investor’s business or financial experience, the Investor is capable of evaluating the merits and risks of an investment in the Shares and of protecting the Investor’s own interests in connection with the transaction; (vi) the Investor has carefully read adequate means to provide for the Investor’s financial needs with no expectation of a return on the Investor’s investment, including a complete loss of the investment; (vii) the Investor understands that the Shares have not been registered under the Securities Act and fully understands the risks involved with may not be resold unless they are so registered or unless an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, exemption from registration is available; (iiiviii) the Investor is acquiring the number of Units set forth in Section 3 of Shares for the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its Investor’s own account account, for investment only and not with no present intention a view toward their distribution within the meaning of distributing any of such Units or any arrangement or understanding with any other persons regarding the distribution of such UnitsSecurities Act; (ivix) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (v) all . The Investor understands that its acquisition of the representations made by the Investor are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; and (vi) the Investor has, in connection with its decision to purchase the number of Units set forth in Section 3 of the Signature Page to Shares has not been registered under the Securities Purchase Agreement, relied only upon the Exchange Act Documents and the representations and warranties of the Company contained herein. There are no suits, pending litigationAct, or claims against registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and that the Investor is knowledgeablehas the knowledge, sophisticated sophistication and experienced in makingexperience necessary to make, and is qualified to make decisions with respect to to, investments in shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsShares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units Shares set forth in Section paragraph 3 of the Signature Page to the Securities Purchase first page of this Agreement in the ordinary course of its business and for its own account (or for the accounts of any of its affiliates to whom the Shares may be transferred) for investment only and with no present intention of distributing any of such Units or Shares in violation of the Securities Act nor does the Investor have any arrangement or understanding with any other persons regarding the distribution of such UnitsShares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (viv) the Investor has filled in all requested information on the first page and the signature page of this Agreement for use in preparation of the representations made by Registration Statement and the Investor answers thereto are true, true and correct and complete as of the date hereof and will be true, true and correct and complete as of the Closing Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth in Section paragraph 3 of the Signature Page to the Securities Purchase first page of this Agreement, carefully read and relied only upon the Exchange Act Documents SEC Documents, other publicly available information and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act , and that the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to to, investments in shares securities presenting an investment decision like that involved in the purchase of the UnitsPreferred Shares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the UnitsPreferred Shares; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units set forth in Section 3 of the Signature Page to the Securities Purchase Agreement Preferred Shares in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Units Preferred Shares or any arrangement or understanding with any other persons regarding the distribution of such UnitsPreferred Shares; (iviii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units Preferred Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder, except that the Investor may pledge the Preferred Shares in connection with a bona fide margin account or other loan or financing; (viv) all the Investor and the Investor’s representatives, if any, have been solely responsible for the Investor’s own “due diligence” investigation of the representations made by the Investor are trueCompany and its management and business, correct and complete as for its own analysis of the date hereof merits and will be truerisks of this investment, correct and complete as for the Investor’s own analysis of the Closing Datefairness and desirability of the terms of the investment; and (viv) the Investor has, in connection with its decision to purchase the number of Units set forth in Section 3 of the Signature Page to the Securities Purchase AgreementPreferred Shares, relied only upon the Exchange Act SEC Documents and the representations and warranties of the Company contained herein. There are no suitsThe Investor understands that its acquisition of the Preferred Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, pending litigationwhich exemptions may depend upon, or claims against among other things, the undersigned that could materially affect the net worth bona fide nature of the Investor’s investment intent as expressed herein. The Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire attached to this Annex I as Exhibit A, which completed questionnaire is true, correct and complete in all material respects.