Common use of Restricted Securities Clause in Contracts

Restricted Securities. (i) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) The Purchaser understands and acknowledges that the certificates or other instruments representing the Shares will Securities, except as set forth below, shall bear any legend as required by the "blue sky" laws of any state and a restrictive legend in substantially the following legend: “form (and a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAWSECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS ASSIGNED (iI) THERE IS IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933, AS AMENDED, OR (iiB) THE SECURITIES ARE AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSRULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL SECURITIES MAY BE REQUIRED PLEDGED IN CONNECTION WITH ANY SUCH SALE A BONA FIDE MARGIN ACCOUNT OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The legend set forth above shall be removed and the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that Company shall issue a certificate without such securities must be held indefinitely unless they are subsequently registered under legend to the holder of the Securities Act upon which it is stamped or an exemption from issue to such registration is available. Purchaser is aware of holder by electronic delivery at the provisions of Rule 144 promulgated applicable balance account at DTC (as defined below), unless otherwise required by state securities laws, when (i) such Securities are registered for resale under the Securities Act, which permits limited resale (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of restricted securities subject counsel, in a generally acceptable form, to the satisfaction of certain conditions and effect that such Rule is not now available andsale, in the future, may not become available for resale of any assignment or transfer of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 Notes may be made without registration under the applicable requirements of the Securities Act., or (iii) such holder provides the Company with reasonable assurance that the Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A.

Restricted Securities. (i) 4.4.1 Each Purchaser has been advised that none of the Shares Securities have been registered under the Securities Act or any other applicable securities laws and that the Shares Securities are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and/or Regulation S thereunder, and that the CompanyBorrower’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D and/or Regulation S is predicated in part on such Purchaser representations as contained hereinherein (including, for avoidance of doubt, the Questionnaire). Each Purchaser acknowledges that the Shares Securities will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares Securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the CompanyBorrower, an applicable exemption from registration is available. (ii) 4.4.2 Each Purchaser represents that such Purchaser is acquiring the Shares Securities for such Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) 4.4.3 Each Purchaser understands and acknowledges that the certificates representing the Shares Notes, Conversion Shares, Warrants and, if issued, the Warrant Shares, will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR SECURITIES, (ii) THE SECURITIES ARE SOLD PURSUANT BORROWER RECEIVES AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO AN EXEMPTION THE BORROWER STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (iii) THE BORROWER OTHERWISE SATISFIES ITSELF THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSTRANSACTION IS EXEMPT FROM REGISTRATION.” (iv) 4.4.4 Each Purchaser acknowledges that an investment in the Shares Securities is not liquid and is transferable only under limited conditions. Each Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Each Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the SharesSecurities. Each Purchaser is an “accredited investor” as defined in under Rule 501 of under the Securities Act. Each Purchaser understands and acknowledges that the Borrower was once a “shell” company and accordingly, if it becomes delinquent in filing its Exchange Act reports, any Conversion Shares and Warrant Shares will become illiquid until such time as the Company becomes current in its Exchange Act reports. 4.4.5 The representations made by each Purchaser on the Questionnaire and Signature Page are true and correct.

Restricted Securities. (i) 4.5.1 Purchaser has been advised that none of the Shares have not been registered under the Securities 1933 Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(24(2) of the Securities 1933 Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(24(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to under the Securities Act1933 Act (“Rule 144”). None of the The Shares may not be resold in the absence of an effective registration thereof under the Securities 1933 Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company’s counsel, an applicable exemption from registration is available. (ii) 4.5.2 Purchaser represents that Purchaser it is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities 1933 Act, in a manner which would require registration under the Securities 1933 Act or any state securities laws. (iii) 4.5.3 Purchaser understands and acknowledges that the certificates representing the Shares will Shares, when issued, may bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO IS NOT REQUIRED UNDER SUCH ACT OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACTS.” (iv) 4.5.4 Purchaser acknowledges that an investment in the Shares is not liquid and is the Shares are transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities 1933 Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act144, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. . 4.5.5 Purchaser is an “accredited investor” as defined in under Rule 501 of under the Securities 1933 Act. The representations made by Purchaser on the Purchaser Signature Page are true and correct.

Restricted Securities. (i) The Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and understands that the Shares are being offered and sold pursuant to Section 4(a)(2) it in reliance upon specific exemptions from the registration requirements of the Securities Act and/or Rule 506 of Regulation D thereunder, and state securities laws and that the CompanyCompany is relying upon the truth and accuracy of, and the Purchaser’s reliance upon Section 4(a)(2) and/or Rule 506 compliance with, the representations, warranties, agreements, acknowledgments and understandings of Regulation D is predicated the Purchaser set forth herein in part on order to determine the availability of such exemptions and the eligibility of the Purchaser representations to acquire the Shares. The Purchaser understands that, until such time as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of a Registration Statement has been declared effective or the Shares may be resold in the absence of an effective registration thereof sold pursuant to Rule 144 under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory without any restriction as to the Companynumber of securities as of a particular date that can then be immediately sold, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing evidencing the Shares will bear a restrictive legend in substantially the following legendform: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE THE SECURITIES LAWS OF ANY STATE LAW, AND NO INTEREST THEREIN OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD EXCEPT PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) The Purchaser acknowledges understands that an no federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that nor have such securities must be held indefinitely unless they are subsequently registered under authorities passed upon or endorsed the Securities Act or an exemption from such registration is available. Purchaser is aware merits of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any offering of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, unless an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (ia) Purchaser has been advised Such Noteholder understands and agrees that none of the Shares Amended Notes and the New Warrants will constitute “restricted securities” under the Securities Laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, consequently, the Notes may not be resold without first being registered under the Securities Laws, except in certain limited circumstances. Specifically, such Noteholder is familiar with SEC Rule 144 and understands, and agrees to comply with, the resale limitations imposed thereby and by the Securities Laws generally. (b) Each Noteholder understands and agrees that the certificates issued to such Noteholder representing the Amended Notes and the New Warrants will bear the following legend: “These securities have not been registered under the Securities Act of 1933 (the “Act”) or under any other applicable state securities laws and that the Shares are being offered have been issued and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s in reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that an exemption from registration under the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares These securities may not be resold sold, offered for sale, pledged, hypothecated or otherwise transferred in the absence of an effective registration thereof statement under the Securities Act and applicable state securities laws unless, in the or an opinion of counsel counsel, satisfactory to the issuer of these securities, to the effect that such a registration statement is unnecessary in respect of a particular sale, offer, pledge, hypothecation or other transfer.” The foregoing legend will be removed from a certificate at the request of such Noteholder (or the request of any person to whom any such Noteholder has transferred shares in conformity with this Agreement) in connection with the proposed transfer of Amended Notes or New Warrants only upon either the effectiveness of such a registration statement or receipt by the Company of an opinion of counsel, reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents to the effect that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that is unnecessary in respect of the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933proposed transfer, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered reliance upon SEC Rule 144 under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule legend is not now available and, in required by law to appear on the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Actcertificate.

Restricted Securities. The Purchaser understands that the Shares are being issued only in a transaction not involving any public offering in the United States within the meaning of the Securities Act of 1933, as amended (i) Purchaser has been advised that none of the “Securities Act”), the Shares have not been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunderlaw, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by within the meaning of Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory that (A) prior to the Company, an expiration of the holding period applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) to sales of restricted securities pursuant to Rule 144 under the Securities Act, the Shares may be offered, resold, pledged or otherwise transferred only in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction (i) (a) in a manner which would require transaction meeting the requirements of Rule 144 under the Securities Act, (b) outside the U.S. to a foreign purchaser in a transaction meeting the requirements of Regulation S or (c) pursuant to a transaction that is otherwise exempt from the registration requirements of the Securities Act and state securities laws, (ii) to Bally or (iii) pursuant to an effective registration statement under the Securities Act or and (B) the Purchaser will notify any state securities laws. subsequent purchaser from it of the resale restrictions set forth in (iiiA) above, if then applicable. The Purchaser understands and acknowledges agrees that the certificates representing the Shares will shall bear a restrictive legend in substantially the following legendform: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE WERE ACQUIRED IN A TRANSACTION THAT WAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAWUNDER THE SECURITIES LAWS OF ANY STATE, AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY OR AN APPLICABLE EXEMPTION THEREFROM TO THE REGISTRATION REQUIREMENTS OF SUCH TRANSACTION INVOLVING SAID SECURITIES ACT OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSLAWS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Such Purchaser has been advised understands that none the certificates or other instruments representing the Securities shall, until such time as the resale of the Common Shares and Warrant Shares have been registered under the Securities Act or as contemplated by the Registration Rights Agreement, shall bear any other applicable securities legend as required by the “blue sky” laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear a restrictive legend in substantially the following legend: “form (and a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE LAWSECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS ASSIGNED (iI) THERE IS IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES ACT, OR (iiB) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT (II) UNLESS SOLD OR TRANSFERRED TO A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ARE ACT OR (III) UNLESS SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSRULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL SECURITIES MAY BE REQUIRED PLEDGED IN CONNECTION WITH ANY SUCH SALE A BONA FIDE MARGIN ACCOUNT OR TRANSFERSOTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (ia) Purchaser has been advised that none of the Shares Securities have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and/or Regulation S thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained hereinherein which are partially dependent on the information provided by Purchasers’ investors. Each Purchaser acknowledges that the Shares Securities will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares Securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (iib) Each Purchaser represents that such Purchaser is acquiring the Shares for such Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iiic) Each Purchaser understands and acknowledges that the certificates representing the Shares and Warrants and, if issued, the Warrant Shares, will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR SECURITIES, (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (ivd) Each Purchaser acknowledges that an investment in the Shares and Warrants (and, if exercised, the Warrant Shares) is not liquid and is transferable only under limited conditions. Each Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the SharesSecurities. Each Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the Securities have not been registered under the Act, or any state securities laws, and that they will be issued in reliance upon certain exemptions from the registration requirements of those laws, and thus cannot be resold unless they are registered under the Act or unless the Company has first received an opinion of competent securities counsel that registration is not required for such resale. Purchaser agrees that it will not resell any Securities unless such resale transaction is in accordance with Regulation S and/or Rule 144 under the Act, pursuant to registration under the Act, or pursuant to an available exemption from registration. With regard to the restrictions on resales of the Securities or any security underlying or into which the Securities are or may be convertible, Purchaser is aware (i) of the limitations and applicability of Securities and Exchange Commission Rule 144, (ii) that the Company will issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such securities; and (iii) that a restrictive legend will be placed on certificates representing the Shares Securities and any security underlying or into which any of the Securities are or will bear be convertible, which legend will read substantially the following legendas follows: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), AND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT COMPLIANCE WITH THE PROVISIONS OF REGULATION S OR, IF APPLICABLE, RULE 144 UNDER THE ACT, COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT OR APPLICABLE STATE LAWLAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS (i) THERE SUCH SALE IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND APPLICABLE STATE ITS SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM COUNSEL, THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSIS NOT REQUIRED.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none Except for possible permitted transfers subject to the terms of the Shares have been registered under Partnership Agreement, the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Preferred Unit Purchaser is acquiring the Shares Purchased Preferred Units for Purchaser’s its own account, and not as nominee or agent, for the purpose of investment purposes only and not with a view to, or for sale in connection with, a distributionany distribution thereof in violation of applicable securities Laws. The Preferred Unit Purchaser has such knowledge, sophistication and experience in financial and business matters so as that term is used in Section 2(11) to be capable of evaluating the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands merits and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an risks of its proposed investment in the Shares is not liquid Purchased Preferred Units and is transferable only under limited conditionscapable of bearing the economic risk of such investment. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. The Preferred Unit Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. The Preferred Unit Purchaser acknowledges and understands that its acquisition of the Purchased Preferred Units has not been registered under the Securities Act in each case in reliance on an exemption therefrom and that the Partnership is relying upon the truth and accuracy of the Preferred Unit Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Preferred Unit Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Preferred Unit Purchaser to acquire the Purchased Preferred Units and the Purchased Preferred Units will, upon such acquisition, be characterized as “restricted securities” under state and federal securities Laws. The Preferred Unit Purchaser further acknowledge and understand that (x) the Purchased Preferred Units may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws and (y) when issued at the Closing, the Purchased Preferred Units will bear a legend substantially as set forth below: “These securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction. These securities may not be sold or offered for sale, pledged or hypothecated except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration thereunder, in each case in accordance with all applicable securities laws of the states or other jurisdictions, and in the case of a transaction exempt from registration, such securities may only be transferred if the transfer agent for such securities has receive documentation satisfactory to it that such transaction does not require registration under the Securities Act.”

Restricted Securities. The Holder, by acquiring this Warrant, hereby covenants and agrees that: (ia) Purchaser has been advised the Holder will not offer for sale or sell this Warrant or the shares of Common Stock issuable upon the exercise of this Warrant unless pursuant to: i. an effective registration statement under the Securities Act ("Registration Statement") filed by the Company covering such offer and sale; or ii. an exemption from registration under the Securities Act; provided that none prior to any such proposed transfer, the Holder shall give five (5) days' written notice to the Company of the Shares Holder's intentions to affect such transfer, which notice shall be accompanied by such evidence (including the provision of an opinion of counsel (which counsel and opinion (in form scope, and substance) shall be reasonably acceptable to the Corporation) that such registration is not required as to such sale or offer as may be (b) The certificates representing the shares of Common Stock issued upon exercise hereof, unless the same are registered under the Securities Act prior to exercise of this Warrant, shall be stamped or otherwise imprinted with a legend in substantially the following form: "The shares of common stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable the securities laws of any state. The shares of common stock have been acquired for investment and that the Shares are being offered not with a view to distribution or resale, and sold may not be sold, assigned, made subject to a security interest, pledged, hypothecated, or otherwise transferred except pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof statement under the Securities Act and applicable state securities laws unless, in or pursuant to an exemption therefrom if the Company receives an opinion of counsel (which counsel and opinion (in form, scope and substance, shall be reasonably satisfactory acceptable to the Company, an applicable exemption from Corporation) that such registration is availablenot required as to such sale or offer." (iic) Purchaser represents that Purchaser is acquiring Any offer or sale of this Warrant or the Shares for Purchaser’s own account, shares of Common Stock issued upon exercise hereof shall be made in accordance with the federal and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) state securities laws of applicable jurisdictions (including the prospectus delivery requirements of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSand any other applicable law.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised The Holder understands that none of the Shares Securities purchased hereunder, including the Conversion Shares, are “restricted securities,” as that term is defined in the Securities Act and the rules thereunder, have not been registered under the Securities Act or any other applicable securities laws Act, and that the Shares are being offered and sold pursuant to Section 4(a)(2) none of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will can be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof sold or transferred unless they are first registered under the Securities Act and applicable such state and other securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, as may be applicable or an applicable exemption from registration under the Securities Act is available. available (ii) Purchaser represents and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws). Holder acknowledges that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) all certificates representing any of the Securities Act, New Note and the Conversion Shares will bear a restrictive legend in a manner which would require registration form as set forth below and hereby consents to the transfer agent for the Company’s Common Stock making a notation on its records to implement the restrictions on transfer described herein. Holder further understands that except as provided in the Transaction Documents: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are and may not be offered for sale, sold, assigned or transferred unless: (A) subsequently registered thereunder; (B) Holder shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; or (C) Holder provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or an exemption from such registration is available. Purchaser is aware the rules and regulations of the provisions of Rule 144 promulgated Commission thereunder; and (iii) except as set forth in the Transaction Documents, neither the Company nor any other Person is under any obligation to register the Securities under the Securities Act, which permits limited resale of restricted Act or any state securities subject laws or to comply with the satisfaction of certain terms and conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Actexemption thereunder.

Restricted Securities. Investor understands that the Units, Common Shares, Warrants and Warrant Shares (icollectively the “Securities”) Purchaser has been advised that none of the Shares are each “restricted securities” and have not been registered under the Securities Act or qualified under any other applicable state securities laws and law by reason of their issuance in a transaction that does not require registration or qualification (based in part on the Shares are being offered and sold pursuant to Section 4(a)(2) accuracy of the Securities Act and/or Rule 506 representations and warranties of Regulation D thereunderthe Investor contained herein), and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D such securities must be held indefinitely unless a subsequent disposition is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration registered under the Securities Act or any applicable state securities laws or is exempt from such registration. The Investor hereby agrees that the Company may insert the following or similar legend on the face of the certificates evidencing the Units, Common Shares, Warrants and Warrant Shares, if required in compliance with federal and state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE "THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISTRIBUTED, ASSIGNEDDIRECTLY OR INDIRECTLY, OFFEREDIN THE UNITED STATES, PLEDGED ITS TERRITORIES, POSSESSIONS, OR OTHERWISE TRANSFERRED UNLESS AREAS SUBJECT TO ITS JURISDICTION, OR TO OR FOR THE ACCOUNT OR BENEFIT OF A "U.S. PERSON" AS THAT TERM IS DEFINED IN RULE 902 OR REGULATION S OF THE ACT, AT ANY TIME PRIOR TO ONE (1) YEAR AFTER THE ISSUANCE OF THIS CERTIFICATE, IN THE ABSENCE OF (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES ACT, OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM FROM UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. ANY SALES, TRANSFERS OR OTHER DISTRIBUTIONS OF THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING MUST BE MADE IN ACCORDANCE WITH THE FOREGOING, NO NOTICE TO OR CONSENT PROVISIONS OF REGULATION S OF THE ACT. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY SHALL BE REQUIRED OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER OR OTHER DISTRIBUTION OF ANY INTEREST IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSOF THE SECURITIES REPRESENTED BY THIS CERTIFICATE.” (iv) Purchaser " The Investor understands and acknowledges that an investment in the U.S. Securities and Exchange Commission (the “Commission”) currently takes the position that coverage of short sales of shares of the Common Shares “against the box” prior to the effective date of a registration statement registering the re-sale of the Units, Common Shares, Warrants and Warrant Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware a violation of the provisions Section 5 of Rule 144 promulgated under the Securities Act, which permits limited resale as set forth in Item 65, Section 5 under Section A, of restricted securities subject the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Accordingly, without limiting the restrictions set forth herein, Investor agrees not to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of use any of the Units, Common Shares. Purchaser is an “accredited investor” as defined in Rule 501 , Warrants and Warrant Shares to cover any short sales made prior to the effective date of the Securities Actsuch registration statement.

Restricted Securities. (i) The Purchaser has been advised understands that none of the Shares have been Purchased Securities and any securities received upon exercise or conversion thereof are “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations the Purchased Securities and any securities received upon exercise or conversion thereof may be resold without registration under the Securities Act only in certain limited circumstances. The Purchaser acknowledges that the Purchased Securities and any securities received upon exercise or conversion thereof must be held indefinitely unless subsequently registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, or an applicable exemption from such registration is available. (ii) . The Purchaser represents acknowledges that Purchaser is acquiring each certificate representing the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Purchased Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will issuable upon exercise or conversion thereof shall bear a legend substantially in the following legendform: “THE SECURITIES EVIDENCED SECURITY REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION IN EFFECT UNDER SUCH ACT UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT DEMONSTRATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. The foregoing legend shall be removed from the certificates representing any Purchased Securities, AS AMENDED (THE “ACT”)at the request of the holder thereof, OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS at such time as (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (iithey become eligible for resale pursuant to an effective registration statement or Rule 144(k) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or (ii) the Company shall have received an exemption from such registration is available. Purchaser is aware opinion of counsel or other evidence reasonably acceptable to the Company to the effect that any transfer of the provisions of Rule 144 promulgated under Purchased Securities represented by such certificates or the securities issued upon conversion or exercise thereof will not violate the Securities Act, which permits limited resale of restricted Act and applicable state securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Actlaws.

Restricted Securities. The Holder, by acquiring this Warrant, hereby covenants and agrees that: (ia) Purchaser has been advised the Holder will not offer for sale or sell this Warrant or the shares of Common Stock issuable upon the exercise of this Warrant unless pursuant to: i. an effective registration statement under the Securities Act ("Registration Statement") filed by the Company covering such offer and sale; or ii. an exemption from registration under the Securities Act; provided that none prior to any such proposed transfer, the Holder shall give five (5) days' written notice to the Company of the Shares Holder's intentions to affect such transfer, which notice shall be accompanied by such evidence (including the provision of an opinion of counsel (which counsel and opinion (in form scope, and substance) shall be reasonably acceptable to the Corporation) that such registration is not required as to such sale or offer as may be reasonably satisfactory to the Company that the proposed transfer may be effected without registration under the Securities Act. (b) The certificates representing the shares of Common Stock issued upon exercise hereof, unless the same are registered under the Securities Act prior to exercise of this Warrant, shall be stamped or otherwise imprinted with a legend in substantially the following form: "The shares of common stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable the securities laws of any state. The shares of common stock have been acquired for investment and that the Shares are being offered not with a view to distribution or resale, and sold may not be sold, assigned, made subject to a security interest, pledged, hypothecated, or otherwise transferred except pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof statement under the Securities Act and applicable state securities laws unless, in or pursuant to an exemption therefrom if the Company receives an opinion of counsel (which counsel and opinion (in form, scope and substance, shall be reasonably satisfactory acceptable to the Company, an applicable exemption from Corporation) that such registration is availablenot required as to such sale or offer." (iic) Purchaser represents that Purchaser is acquiring Any offer or sale of this Warrant or the Shares for Purchaser’s own account, shares of Common Stock issued upon exercise hereof shall be made in accordance with the federal and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) state securities laws of applicable jurisdictions (including the prospectus delivery requirements of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSand any other applicable law.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (ia) Purchaser has been advised The Holder understands that none of neither the Warrant nor the Warrant Shares have been are registered under the Securities 1933 Act, as amended, and the Company has not made any undertaking to register either the Warrant or the Warrant Shares under the 1933 Act or any other applicable securities laws and except as hereinafter expressly provided. The Holder represents that the Shares are Warrant is being offered acquired by it and sold pursuant that, if at the time of Warrant exercise there is no effective registration statement, the Warrant may only be exercised to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunderextent an exemption from registration under federal and applicable state law exists for such exercise, and that in such event the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Warrant Shares will be issued as “restricted securities” as defined acquired by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, it for investment purposes only and not with a view to, or all certificates for sale in connection with, a distribution, as that term is used in Section 2(11) the shares issued upon exercise of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares Warrant will bear substantially the following legendlegends: “NONE OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”)) AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 OF THE 1933 ACT, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTEDDIRECTLY OR INDIRECTLY, ASSIGNEDEXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED BY AN OPINION OF LEGAL COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION IS AVAILABLE FOR SUCH SALE AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR LAWS. (b) The Holder represents and warrants to the Company: (i) An investment in the Company constitutes a high degree of risk, and there can be no assurance that the Holder will receive any portion of its investment returned to it at any time. By executing this understanding, the Holder acknowledges that it understands the risks involved and it is willing and able to withstand the possible complete loss of the Holder’s investment; (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSThe Holder understands that the future conduct of the Company’s business is dependent upon a number of factors and there is no assurance that the Company will be able to conduct its operations as contemplated in this Warrant Agreement or in any other information given to the Holder; (iii) The Holder acknowledges that it has received and reviewed such information regarding the Company, its management, its assets, financial condition, and operations, as the Holder has deemed necessary or appropriate for the purposes of considering the exercise of this Warrant. NOTWITHSTANDING THE FOREGOINGSpecifically, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSand without limitation of the generality of the foregoing, the Holder acknowledges that it has reviewed the Company’s most recent reports as filed with the Securities and Exchange. Commission. The Holder further represents that it has reviewed information relating to the Company, its management, its financial statements, its assets and operations as the Holder has deemed necessary with its legal, investment, tax, and financial advisors to the extent the Holder has deemed such consultation appropriate. The Holder has also consulted with such advisors with regard to the advisability of this transaction to the extent the Holder has deemed such consultation to be appropriate. The Holder acknowledges that the Company has advised it that it recommends that the Holder obtain such advice and consultation.” (iv) Purchaser acknowledges The Holder is acquiring the securities upon exercise of the Warrant for its own account and not on behalf of any other person or entity. The securities are being acquired for investment purposes and not for resale or distribution; the Holder understands that an investment there are severe limitations on its ability to resell the Warrant Shares, and that these limitations are established in part in federal and applicable state laws regulating the offer and sale of securities. The Holder understands that neither the Company nor any other person has any obligation to redeem or repurchase the Warrant Shares at any time. The Holder’s present financial condition is such that it is unlikely that it would be necessary for the Holder to dispose of the Warrant Shares in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges foreseeable future. (v) The Holder represents that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware no part of the provisions funds that the Holder used to exercise the Warrant will have been directly or indirectly derived from, or related to, any activity that may contravene federal, state, or international laws and regulations, including anti-money laundering laws and regulation including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of Rule 144 promulgated under 2001 (USA Patriot Act) and regulations of the Securities Act, which permits limited resale U.S. Department of restricted securities subject to the satisfaction Treasury’s Office of certain conditions Foreign Assets Control (OFAC). The Holder represents that it and that such Rule is its affiliates are not now available and, in the future, may not become available acting directly or indirectly for resale or on behalf of any person, group, entity, or nation named by any Executive Order of the SharesU.S. as a terrorist, Specially Designated National and Blocked Person (SDN) or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by OFAC. Purchaser is an “accredited investor” as defined The Holder further represents that it and its affiliates also are not engaged in Rule 501 this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of the Securities Actany SDN.

Restricted Securities. (i) The Purchaser has been advised understands that none the Shares are restricted securities within the meaning of the Shares Securities Act, have not been registered under the Securities Act or any other applicable state securities laws and that the Shares are being offered and may not be transferred or sold except pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such an effective registration statement or an available exemption therefrom. The Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant agrees to the Securities Act. None imprinting, so long as is required by this Section 3.2 (f), of a legend on any of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legendform: “THE THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS COVERING ANY AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) EFFECT, THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT SUBSTANCE OF THE COMPANY WHICH SHALL BE REQUIRED REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH ANY SUCH SALE A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR TRANSFERSOTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and Each Seller understands that the Shares Investor Stock are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued characterized as “restricted securities” as defined by Rule 144 promulgated pursuant to under the Securities Act. None of , inasmuch as they are being acquired from the Shares may be resold Company in the absence of an effective registration thereof a transaction not involving a public offering and that under the Securities Act and applicable state regulations thereunder such securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require may be resold without registration under the Securities Act or only in certain limited circumstances. In this connection, each Seller represents that he is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Each Seller understands that the Company is under no obligation to register any state of the securities laws. (iii) Purchaser understands and acknowledges sold hereunder. The Sellers also understand that the certificates representing evidencing the Shares Investor Stock will bear substantially the following legendlegend set forth below: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE LAW, SECURITIES LAWS AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS EXCEPT (iI) THERE IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES LAWS, OR (iiIII) UPON THE SECURITIES ARE SOLD PURSUANT DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN EXEMPTION FROM OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO AND/ OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSCOMPLIANCE IS NOT REQUIRED.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. Investor understands that the Units, Common Shares, Warrants and Warrant Shares (icollectively the “Securities”) Purchaser has been advised that none of the Shares are each “restricted securities” and have not been registered under the Securities Act or qualified under any other applicable state securities laws and law by reason of their issuance in a transaction that does not require registration or qualification (based in part on the Shares are being offered and sold pursuant to Section 4(a)(2) accuracy of the Securities Act and/or Rule 506 representations and warranties of Regulation D thereunderthe Investor contained herein), and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D such securities must be held indefinitely unless a subsequent disposition is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration registered under the Securities Act or any applicable state securities laws or is exempt from such registration. The Investor hereby agrees that the Company may insert the following or similar legend on the face of the certificates evidencing the Units, Common Shares, Warrants and Warrant Shares, if required in compliance with federal and state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN ) NOR UNDER THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, DISTRIBUTEDOFFERED FOR SALE, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACT.” (iv) Purchaser ” The Investor understands and acknowledges that an investment in the U.S. Securities and Exchange Commission (the “Commission”) currently takes the position that coverage of short sales of shares of the Common Stock “against the box” prior to the effective date of a registration statement registering the re-sale of the Common Shares and the Warrant Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware a violation of the provisions Section 5 of Rule 144 promulgated under the Securities Act, which permits limited resale as set forth in Item 65, Section 5 under Section A, of restricted securities subject the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Accordingly, the Investor agrees not to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of use any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 Common Shares or Warrant Shares to cover any short sales made prior to the effective date of the Securities Actsuch registration statement.

Restricted Securities. (i) Purchaser has been advised understands that none the Units, including the shares of Common Stock and Warrants included in the Units and the shares of Common Stock issuable upon exercise of the Shares underlying Warrants, have not been registered under the Securities Act or any other applicable state securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) law by reason of the Securities Act and/or Rule 506 of Regulation D thereundera specific exemption therefrom, and that the CompanySeller is relying on the truth and accuracy of, and the Purchaser’s reliance upon Section 4(a)(2) and/or Rule 506 compliance with, the representations and warranties and agreements of Regulation D is predicated in part on the Purchaser set forth herein to determine the availability of such exemptions and the eligibility of the Purchaser representations to acquire the Units, including, but not limited to, the bona fide nature of the Purchaser’s investment intent as contained expressed herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser he is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501 (a) of Regulation D under the Securities Act or similar exemptions under state law; and, accordingly, Purchaser acknowledges that such Units, the shares of Common Stock and Warrants included in the Units, and the shares of Common Stock issuable upon exercise of the Warrants (collectively, the “Securities”) will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and therefore Purchaser further acknowledges and understands that the Securities must be held indefinitely and may not be offered, sold, transferred, pledged or otherwise disposed of unless registered under the Securities Act and, if applicable, the securities laws of any applicable state or other jurisdiction or in the absence of such registration upon delivery to the Company of an opinion of counsel satisfactory to the Company that such registration is not required and Purchaser understands the certificates representing the Securities will contain a legend in respect of such restrictions. The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502 under the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and The Holder understands that the Warrant Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued characterized as “restricted securities” under the federal securities laws inasmuch as defined by Rule 144 promulgated pursuant to they are being acquired from the Securities Act. None of the Company in a transaction not involving a public offering and that under such laws and applicable regulations such Warrant Shares may be resold in the absence of an effective without registration thereof under the Securities Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, and applicable state securities laws unless, in understands the opinion resale limitations imposed thereby and by the Act. The Holder must bear the economic risk of counsel reasonably satisfactory this investment indefinitely unless the Warrant Shares are registered pursuant to the CompanyAct, or an applicable exemption from registration is available. . The Holder understands that the Company has no present intention of registering the Warrant Shares. The Holder also understands that there is no assurance that any exemption from registration under the Act will be available and that, even if available, such exemption may not allow the Holder to transfer all or any portion of the Warrant Shares under the circumstances, in the amounts or at the times the Holder might propose. HOLDER By: Name: Title: Date: THIS THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, dated this [ · ] day of April, 2013, is entered into by and among (i) Radius Health, Inc., a Delaware corporation (the “Corporation”), (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) those holders of shares of the Securities ActCorporation’s Common Stock, in a manner which would require registration under par value $.0001 per share (“Common Stock”), listed on Schedule 1 hereto (hereinafter referred to collectively as the Securities Act or any state securities laws. “Common Stockholders”), (iii) Purchaser understands and acknowledges that those holders of shares of the certificates representing the Shares will bear substantially the following legend: Corporation’s Series B Convertible Preferred Stock, par value $.0001 per share (“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACTSeries B Preferred Stock”), OR APPLICABLE STATE LAWlisted on Schedule 2 hereto (hereinafter referred to collectively as the “Series B Stockholders”), AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware those holders of shares of the provisions Corporation’s Series A-1 Convertible Preferred Stock, par value $.0001 per share (“Series A-1 Preferred Stock”), listed on Schedule 3 hereto (hereinafter referred to collectively as the “Series A-1 Stockholders”), (iv) those holders of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any shares of the Shares. Purchaser is an Corporation’s Series A-2 Convertible Preferred Stock, par value $.0001 per share (“accredited investor” Series A-2 Preferred Stock”), listed on Schedule 4 hereto (hereinafter referred to collectively as defined in Rule 501 the “Series A-2 Stockholders”), (v) those holders of the Securities Actshares of the Corporation’s Series A-3 Convertible Preferred Stock, par value $.0001 per share (“Series A-3 Preferred Stock”), listed on Schedule 5 hereto (hereinafter referred to collectively as the “Series A-3 Stockholders”), (vi) those holders of shares of the Corporation’s Series A-4 Convertible Preferred Stock, par value $.0001 per share (“Series A-4 Preferred Stock”), listed on Schedule 6 hereto (hereinafter referred to collectively as the “Series A-4 Stockholders”), (vii) that certain holder of shares of the Corporation’s Series A-5 Convertible Preferred Stock, par value $.0001 per share (“Series A-5 Preferred Stock”), listed on Schedule 7 hereto (hereinafter referred to as the “Series A-5 Stockholder”) and (viii) any person or entity that becomes a party hereto pursuant to Section 17 hereof or otherwise (the “Additional Stockholders”).

Restricted Securities. (i) Purchaser has been advised understands and acknowledges that none resales of the Shares have not been registered under the Securities Act Act, or any other applicable state securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunderlaws, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to in reliance upon certain exemptions from the Securities Act. None registration requirements of the Shares may those laws, and thus cannot be resold in the absence of an effective registration thereof unless they are registered under the Securities Act and applicable state securities laws unless, in or unless the Company has first received an opinion of competent securities counsel reasonably satisfactory to the Company, that an applicable exemption from registration is available. available for such resale. With regard to the restrictions on resales of the Shares, Purchaser is aware (i) of the limitations and applicability of Securities and Exchange Commission Rule 144; (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, Company will issue stop transfer orders to its transfer agent in the event of attempts to improperly transfer any such securities; and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing a restrictive legend will be placed on the Shares and any security underlying or into which any of the Shares are or will bear be convertible, which legend will read substantially the following legendas follows: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), AND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT OR APPLICABLE STATE LAWLAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOINGFURTHERMORE, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS SECURITIES COUNSEL, THAT AN EXEMPTION FROM SUCH SALE OR TRANSFERSREGISTRATION REQUIREMENTS IS AVAILABLE.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser 1. Creditor has been advised that none of the Settlement Shares have not been registered under the Securities Act or any other applicable securities laws and that the Settlement Shares are being offered and sold pursuant to Section 4(a)(24(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(24(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser Creditor representations as contained herein. Purchaser Creditor acknowledges that the Settlement Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to under the Securities ActAct (“Rule 144”). None of the The Settlement Shares may not be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company’s counsel, an applicable exemption from registration is available. (ii) Purchaser 2. Creditor represents that Purchaser it is acquiring the Settlement Shares for PurchaserCreditor’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser 3. Creditor understands and acknowledges that the certificates representing the Shares will Settlement Shares, when issued, may bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTSIS NOT REQUIRED UNDER SUCH ACT OR ACTS. 4. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser Creditor acknowledges that an investment in the Settlement Shares is not liquid and is the Settlement Shares are transferable only under limited conditions. Purchaser Creditor acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser Creditor is aware of the provisions of Rule 144 promulgated under the Securities Act144, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Settlement Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) The Purchaser has been advised understands that none of the Purchased Shares, the Price Protection Share Right, the Option Share Right and if applicable, the Price Protection Shares and the Option Shares have been not been, and will not upon issuance be, registered under the Securities Act and the Purchaser will not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer (each such transaction, a “Transfer”) any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunderPurchased Shares or if applicable, and that the Company’s reliance upon Section 4(a)(2Price Protection Shares or the Option Shares except (i) and/or Rule 506 of Regulation D in the United States to a person who the Purchaser reasonably believes is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” a Qualified Institutional Buyer (as defined by in Rule 144 promulgated pursuant to 144A under the Securities Act. None ) in a transaction meeting the requirements of Rule 144A (respecting Purchased Shares), (ii) outside of the Shares may be resold United States in an offshore transaction in accordance with Section 904 under the absence of Securities Act, (iii) pursuant to an effective registration thereof statement under the Securities Act and applicable state securities laws unlessAct, (iv) if the Purchaser provides the Company with an opinion of counsel, in the opinion of counsel a form reasonably satisfactory acceptable to the Company, an applicable exemption from registration is available. (ii) Purchaser represents to the effect that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) Transfer of the Securities ActPurchased Shares or if applicable, in a manner which would require the Price Protection Shares or the Option Shares may be made without registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under pursuant to Section 4 of the Securities Act and not involving any public offering and the transferee agrees to be bound by the terms and conditions of this Agreement or an exemption from such registration is available. (v) if the Purchaser is aware provides the Company with reasonable assurances (in the form of seller and broker representation letters) that the provisions of Purchased Shares, the Price Protection Shares or the Option Shares, as the case may be, can be sold pursuant to Rule 144 promulgated under the Securities Act, which permits limited resale as such rule may be amended from time to time (“Rule 144”) following the applicable holding period set forth therein. The Purchaser understands and agrees that Transfer of restricted securities the Price Protection Share Right is subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities ActSection 5(b) hereof.

Restricted Securities. (i) The Purchaser has been advised that none of the Shares have not been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(24(2) of the Securities Act, and that the Company's reliance upon Section 4(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser the Purchaser's representations as contained herein. . 4.4.1 The Purchaser acknowledges that the Shares have not been registered under the Securities Act or the securities laws of any state and are being offered, and will be issued sold, pursuant to applicable exemptions from such registration for nonpublic offerings and will be sold as “"restricted securities” " as defined by Rule 144 promulgated pursuant to the Securities Act. None of the The Shares may not be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company's counsel, an applicable exemption from registration is available. (ii) Purchaser represents that 4.4.2 The Purchaser is acquiring the Shares for Purchaser’s its own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) 4.4.3 The Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO IS NOT REQUIRED UNDER SUCH ACT OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACTS.” (iv) 4.4.4 The Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. The Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities purchased in a private placement subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised Seller and the Shareholders understand that none the Parent Shares may not be sold, transferred or otherwise disposed of the Shares have been registered without registration under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunderan exemption therefrom, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under statement covering the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, Parent Shares or an applicable available exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of under the Securities Act, in a manner which would require registration under the Securities Act Parent Shares must be held indefinitely. To the extent applicable, each certificate or other document evidencing any state securities laws. (iii) Purchaser understands and acknowledges that of the certificates representing the Parent Shares will bear substantially shall be endorsed with the following restrictive legend: “"THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAWAMENDED, AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTEDTRANSFERRED, ASSIGNED, OFFEREDPLEDGED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS HYPOTHECATED (i1) THERE IS ABSENT AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER SUCH ACT, (2) UNLESS SOLD PURSUANT TO RULE 144 PROMULGATED UNDER SUCH ACT, (3) UNLESS IN THE OPINION OF COUNSEL TO THE TRANSFERRING SHAREHOLDER (WHICH SHALL BE REASONABLY SATISFACTORY TO THE ISSUER) SOME OTHER EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES IS AVAILABLE OR (ii4) UNLESS THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION SALE IS OTHERWISE EXEMPT FROM SUCH REGISTRATION REQUIREMENTSUNDER THE ACT." Seller and the Shareholders covenant that, except to the extent such restrictions are waived by Parent, Seller and the Shareholders shall not transfer the shares represented by any such certificate without complying with the restrictions on transfer described in such legend. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment Seller and the Shareholders may sell the Parent Shares in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of compliance with Rule 144 promulgated under the Securities ActAct without providing Parent or any of its representatives an opinion of counsel regarding such sale and with an opinion of counsel in reliance on any other exemption. Seller and the Shareholders agree-to provide Parent with notice of any sale of Parent Shares no later than ten (10) business days prior to any such sale. Each certificate evidencing the Parent Shares transferred as above provided shall bear, which permits limited resale of restricted securities subject except if such transfer is made pursuant to Rule 144, the satisfaction of certain conditions and appropriate restrictive legend set forth above, except that such Rule certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and the Company such legend is not now available and, required in the future, may not become available for resale of order to establish compliance with any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 provision of the Securities Act.

Restricted Securities. (i) The Purchaser has been advised understands that none of the Purchased Shares, the Price Protection Share Right, and if applicable, the Price Protection Shares and the Conversion Shares have been not been, and will not upon issuance be, registered under the Securities Act and the Purchaser will not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer (each such transaction, a “Transfer”) any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunderPurchased Shares or if applicable, and that the Company’s reliance upon Section 4(a)(2Price Protection Shares or Conversion Shares, except (i) and/or Rule 506 of Regulation D in the United States to a person who the Purchaser reasonably believes is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” a Qualified Institutional Buyer (as defined by in Rule 144 promulgated pursuant to 144A under the Securities Act. None ) in a transaction meeting the requirements of Rule 144A (respecting Purchased Shares), (ii) outside of the Shares may be resold United States in an offshore transaction in accordance with Section 904 under the absence of Securities Act, (iii) pursuant to an effective registration thereof statement under the Securities Act and applicable state securities laws unlessAct, (iv) if the Purchaser provides the Company with an opinion of counsel, in the opinion of counsel a form reasonably satisfactory acceptable to the Company, an applicable exemption from registration is available. (ii) Purchaser represents to the effect that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) Transfer of the Securities ActPurchased Shares or if applicable, in a manner which would require the Price Protection Shares or the Conversion Shares, may be made without registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under pursuant to Section 4 of the Securities Act and not involving any public offering and the transferee agrees to be bound by the terms and conditions of this Agreement or an exemption from such registration is available. (v) if the Purchaser is aware provides the Company with reasonable assurances (in the form of seller and broker representation letters) that the provisions of Purchased Shares, Conversion Shares or the Price Protection Shares, as the case may be, can be sold pursuant to Rule 144 promulgated under the Securities Act, which permits limited resale as such rule may be amended from time to time (“Rule 144”) following the applicable holding period set forth therein. The Purchaser understands and agrees that Transfer of restricted securities the Price Protection Share Right is subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities ActSection 5(b) hereof.

Restricted Securities. (i) The Purchaser has been advised understands that none the Additional Exchangeable Notes and the Pubco Common Stock issuable upon exchange of the Shares Additional Exchangeable Notes are being offered in a transaction not involving any public offering within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and that the Additional Exchangeable Notes and the shares of Pubco Common Stock issuable upon exchange of the Additional Exchangeable Notes have not been registered under the Securities Act or any other applicable securities laws and Act. The Purchaser understands that the Shares are being offered Additional Exchangeable Notes and sold pursuant to Section 4(a)(2) the Pubco Common Stock issuable upon exchange of the Securities Act and/or Rule 506 Additional Exchangeable Notes may not be offered, resold, transferred, pledged (other than in connection with ordinary course prime brokerage relationships) or otherwise disposed of Regulation D thereunder, and that by the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to absent an effective registration statement under the Securities Act. None of the Shares may be resold in the absence of an effective registration , except (i) to Pubco or a subsidiary thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory or (ii) pursuant to the Company, an applicable exemption from the registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) requirements of the Securities Act, and, in each of cases (i) and (ii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any book-entry positions or certificates representing the Additional Exchangeable Notes shall contain a manner which would require registration under the Securities Act or any state securities laws. (iii) restrictive legend to such effect. The Purchaser understands and acknowledges agrees that the certificates representing Additional Exchangeable Notes and the Shares Pubco Common Stock issuable upon exchange of the Additional Exchangeable Notes will be subject to transfer restrictions under applicable securities laws and, as a result of these transfer restrictions, the Purchaser may not be able to readily offer, resell, transfer, pledge (other than in connection with ordinary course prime brokerage relationships) or otherwise dispose of the Additional Exchangeable Notes and may be required to bear the financial risk of an investment in the Additional Exchangeable Notes for an indefinite period of time. The Purchaser understands that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, pledge, transfer or disposition of any of the Additional Exchangeable Notes and the Pubco Common Stock issuable upon exchange of the Additional Exchangeable Notes. Each book entry for the Additional Exchangeable Notes shall contain a notation, and each certificate (if any) evidencing the Additional Exchangeable Notes shall be stamped or otherwise imprinted with a legend, in substantially the following legendform: “THIS SECURITY AND THE SECURITIES EVIDENCED BY COMMON STOCK, IF ANY, ISSUABLE UPON EXCHANGE OF THIS CERTIFICATE SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE LAWAND MAY NOT BE OFFERED, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE (iNOTWITHSTANDING THE FOREGOING, THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXCHANGE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES). BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF KORE WIRELESS GROUP, INC. (THE “COMPANY”) THERE THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS AN EFFECTIVE THE LATER OF (X) ONE YEAR AFTER THE ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT AND IS EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR (C) TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT; OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(E) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSACT. NOTWITHSTANDING NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE FOREGOING, NO NOTICE TO OR CONSENT SECURITIES ACT) OF THE COMPANY SHALL BE REQUIRED OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN CONNECTION WITH ANY SUCH SALE RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING THE IMMEDIATELY PRECEDING THREE MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR TRANSFERSHOLD THIS SECURITY OR A BENEFICIAL INTEREST HEREIN.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none of the Shares have not been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(24(2) of the Securities Act and/or and Rule 506 of Regulation D thereunder, and that the Company’s 's reliance upon Section 4(a)(24(2) and/or and Rule 506 of Regulation D is predicated in part on such Purchaser Purchasers' representations as contained herein. . 4.4.1 Purchaser is an "accredited investor" as defined under Rule 501 under the Securities Act. 4.4.2 Purchaser acknowledges that the Shares have not been registered under the Securities Act or the securities laws of any state and are being offered, and will be sold, pursuant to applicable exemptions from such registration for nonpublic offerings and will be issued as “"restricted securities” " as defined by Rule 144 promulgated pursuant to the Securities Act. None of the The Shares may not be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company's counsel, an applicable exemption from registration is available. (ii) Purchaser represents that 4.4.3 Purchaser is acquiring the Shares for Purchaser’s its own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) 4.4.4 Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO IS NOT REQUIRED UNDER SUCH ACT OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACTS.” (iv) 4.4.5 Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities purchased in a private placement subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Each Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and understands that the Shares are being offered Notes and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares Warrants will be issued characterized as “restricted securities” as defined by Rule 144 promulgated pursuant to under U.S. federal securities laws inasmuch as, if issued, they will be acquired from the Securities Act. None of Company in a transaction not involving a public offering and that, under U.S. federal securities laws and applicable regulations, the Shares Notes and Warrants may be resold in the absence of an effective without registration thereof under the Securities Act and applicable state securities laws unless, only in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) certain limited circumstances. Such Purchaser represents acknowledges that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) all certificates representing any of the Securities Act, will bear a restrictive legend in a manner which would require registration form as set forth on the form of Note or Warrant annexed hereto and as set forth in Section 4.3 of this Agreement. Such Purchaser understands that except as provided in the Transaction Agreements: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely and may not be offered for sale, sold, assigned or transferred unless they are (A) subsequently registered thereunder, (B) such Purchaser shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Purchaser provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or an exemption from such registration is available. Purchaser is aware the rules and regulations of the provisions of Rule 144 promulgated Commission thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the Securities ActAct or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Further, which permits limited resale the Company may place a stop transfer order on its transfer books against the Warrant Shares if such is required in the reasonable opinion of restricted securities subject counsel to the satisfaction Company pursuant to applicable securities laws. Subject to the restrictions in the Warrant, such stop order will be removed, and further transfer of certain conditions and such shares of Common Stock will be permitted, upon an effective registration of the Warrant Shares or the receipt by the Company of an opinion of counsel satisfactory to the Company that such Rule is not now available and, in the future, further transfer may not become available for resale of any of the Shares. Purchaser is be effected pursuant to an “accredited investor” as defined in Rule 501 of the Securities Actapplicable exemption from registration.

Restricted Securities. (i) Purchaser has been advised The Holder understands that none of the Shares have been registered Securities it is purchasing are characterized as "restricted securities" under the Securities Act or any other applicable federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that the Shares are being offered under such laws and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on applicable regulations such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require without registration under the Securities Act of 1933, as amended, or any state securities laws. successor Federal statute, and the rules and regulations of the Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act thereunder, all as the same shall be in effect at the time, and the rules and regulations thereunder (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”"Securities Act"), OR APPLICABLE STATE LAWonly in certain limited circumstances. In this connection, AND NO INTEREST THEREIN MAY BE SOLDthe Holder represents that it is familiar with Rule 144, DISTRIBUTEDas presently in effect, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in adopted by the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered Commission under the Securities Act or an exemption from such registration is available("Rule 144") and understands the resale limitations imposed thereby and under the Securities Act. Purchaser is aware The Holder of this Warrant Certificate, and any holder and transferee of any Securities, by acceptance thereof, agrees that no public distribution of Securities will be made in violation of the provisions of Rule 144 promulgated under the Securities Act. Further, which permits limited resale of restricted securities the Holder understands that the Securities it is purchasing are subject to Bermuda Monetary Authority permissions and must be issued and transferred in compliance with the satisfaction conditions attached to such permissions. The Holder of certain conditions this Warrant Certificate, and that such Rule is not now available and, in the future, may not become available for resale any holder and transferee of any Securities, by acceptance thereof, agrees that (x) no issuance, transfer or assignment of the Shares. Purchaser Securities, including the Common Shares to be issued on any exercise hereof, will be made unless any such issuance, transfer or assignment is in compliance with the Securities Act and any Bermuda Monetary Authority permissions and the conditions attached to such permissions, (y) no issuance, transfer or assignment of any Securities, including the Common Shares to be issued on any exercise hereof, will be made unless Bermuda Monetary Authority approval, if necessary, shall have been obtained prior to any such issuance, transfer or assignment and (z) this Warrant Certificate is being issued and the Common Shares will be issued in reliance upon, among other matters, the Holder or relevant Shareholder at any and all material times being an “"accredited investor” " (as defined in under Rule 501 501(a) of Regulation D of the rules and regulations of the Securities Act) or a director, officer or employee of the Company.

Restricted Securities. Consultant acknowledges that the Common Stock and stock purchase warrants, and the shares of Common Stock issuable upon exercise thereof, (hereinafter collectively referred to as the "Securities"), being delivered pursuant to Section 1.2 of this Agreement, are being issued (i) Purchaser has been advised that none of the Shares have been registered without registration under the Securities Act of 1933, as amended (the "Act"), or any other applicable securities laws laws; no federal or state agency has made any finding or determination as to the fairness for investment, nor any recommendation or endorsement of an investment in the Securities, and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “are "restricted securities” " as defined by in Rule 144 promulgated pursuant under the Act; (ii) to you for your own account, for investment and not with any present intention to distribute or resell, directly or indirectly, all or any portion of the interest therein; (iii) you warrant and represent that you are financially able to bear the economic risk associated with these Securities for an indefinite period of time with no assurance of any return thereon; (iv) you warrant and represent that you have the requisite knowledge and experience in financial matters, and you have had access to all information regarding the Company and the Securities which you have requested, to enable you to evaluate the merits and risks associated with the Securities; (v) you warrant and represent that, in making your investment decision with respect to the Securities, you have reviewed the Company's latest Annual Report on form 10-K and Quarterly Report on Form 10-Q and that you have solely relied upon your own investigation of the Company and its affairs, it being understood that the Company makes no representations and warranties with respect to the Securities Act. None of or the Shares Company, it business affairs, financial condition or prospects; and (vi) acknowledge that; the Securities may not be resold sold or offered for sale in the absence of an effective registration thereof statement for the Securities under the Securities Act and applicable state securities laws unlessAct, in the or an opinion of counsel reasonably satisfactory acceptable to the Company, an applicable exemption from registration is available. (ii) Purchaser represents Company to the effect that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser not required; the certificate(s) evidencing the Securities may be imprinted with a suitable restrictive legend substantially to such effect that the Company is aware of under no obligation to take any steps to register the Securities under the Act or otherwise cause the Securities to become freely transferable (including, without limitation, to make the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 resales of the Securities Actunder such Rule).

Restricted Securities. (i) Purchaser has been advised The Optionor understands that none the P13 Shares issuable pursuant to this Agreement are restricted securities and may not be sold, transferred, or otherwise disposed of the Shares have been registered without registration under the Securities Act or any other and applicable state and federal securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunderor an exemption therefrom, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof statement covering the P13 Shares or any available exemption from registration under the Securities Act and applicable state and federal securities laws, the P13 Shares must be held indefinitely. Without limitation of the foregoing, if the Optionee elects to exercise its option to purchase Option Units, the Option Units sold to the Optionee hereunder by the Optionor has a fair value of not less than CDN$150,000 and the Optionor understands that the P13 Shares may not be resold under applicable Canadian securities laws before the date that is four (4) months plus one (1) day following the Closing Date, is aware that the certificate which it shall receive evidencing the P13 Shares will bear a legend with respect to the resale restrictions under the Lock-Up Agreement and under applicable Canadian securities laws in substantially the following form: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE. and, understands that after the date that is four (4) months plus one (1) day following the Closing Date, but still subject to the Lock-Up Agreement and applicable U.S. securities laws, the P13 Shares may be resold under applicable Canadian securities laws in each Province and Territory of Canada, provided: (i) the trade is not a “control distribution” as defined in National Instrument 45- 102 – Resale of Securities; (ii) no unusual effort is made to prepare the market or create a demand for the P13 Shares; (iii) no extraordinary commission or consideration is paid in respect of such trade; and (iv) if the selling securityholder is an “insider” or “officer” of the Optionee (as such terms are defined by applicable Canadian securities laws), the insider or officer has no reasonable grounds to believe that the Optionee is in default of applicable Canadian securities laws. Unless registered under the Securities Act and applicable state securities laws unlesslaws, the certificate representing the P13 Shares shall also bear a legend in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT: (A) TO THE ISSUER, (B) IN COMPLIANCE WITH (1) RULE 144 OR (2) RULE 144A UNDER THE SECURITIES ACT AND WITH APPLICABLE STATE SECURITIES LAWS, (C) IN CONNECTION WITH ANOTHER EXEMPTION UNDER THE SECURITIES ACT, OR (D) WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER, UPON THE ISSUER RECEIVING, IN THE CASE OF CLAUSES (B)(1) AND (C) ABOVE, AN OPINION OF COUNSEL FOR THE HOLDER, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Notwithstanding the foregoing, if any such securities are being sold pursuant to Rule 144 under the Securities Act, the legend may be removed by delivery to the registrar and transfer agent for such securities of an opinion of counsel of recognized standing reasonably satisfactory to the Company, an Optionee or its successor company to the effect that such legend is no longer required under applicable exemption from registration is available. (ii) Purchaser represents that Purchaser requirements of the Securities Act or applicable state securities laws. The Optionor is acquiring the P13 Shares as principal for Purchaser’s its own account, and not as nominee or agent, for investment purposes only account and not with a view totoward, or for sale in connection with, a distributionany distribution thereof, as that term is used or with any present intention of distributing or selling the P13 Shares in Section 2(11) any Province or Territory of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSCanada. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser The Optionor is an “accredited investor” as defined in Rule 501 National Instrument 45-106 Prospectus Exemptions of the Canadian Securities ActAdministrators and is able to bear the economic risk of an investment in the P13 Shares. The Optionor acknowledges that the Optionee may be required to file a report with the Canadian securities regulatory authorities containing personal information about the Optionor, including his full name, address and telephone number, the number and type of securities purchased, the total purchase price paid for the securities, the date of the closing and the exemption relied upon under applicable Canadian securities laws. The Optionor also acknowledges that the Optionee may be required to file one or more reports (including but not limited to a Form 8-K) with the U.S. Securities and Exchange Commission and the Canadian Securities Exchange (“CSE”) disclosing the terms of this Agreement, including the identity of the Optionor and the exemption relied upon under applicable U.S. securities laws and may be required to file a copy of this Agreement with the U.S. Securities and Exchange Commission and on SEDAR.

Restricted Securities. (i) Purchaser has been advised All securities transferred pursuant to this Agreement are Restricted Securities (as defined below in subparagraph 4(a)(iii) below) that none are transferable pursuant to (A) public offerings registered under the Securities Act, (B) Rule 144 of the Shares Securities and Exchange Commission (or any similar rule then in force) if such rule is available and (C) subject to the conditions specified in subparagraph 4(a)(ii) below, any other legally available means of transfer. (ii) In connection with the transfer of any Restricted Securities (other than a transfer described in subparagraph 4(a)(i)(A) or (B) above), the holder thereof will deliver written notice to the Company describing the transfer or proposed transfer, and, if requested by the Company, will also deliver an opinion (reasonably satisfactory to the Company) of counsel that (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Restricted Securities may be transferred without registration of such Restricted Securities under the Securities Act. (iii) For the purposes of this Agreement, "Restricted Securities" means the Shares, and any securities issued with respect thereto by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Restricted Securities, such securities will cease to be Restricted Securities when they have (A) been effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them or (B) become eligible for sale and have actually been sold to the public pursuant to Rule 144 (or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2similar provision then in force) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to under the Securities Act. None of Whenever any particular securities cease to be Restricted Securities, the Shares may holder thereof will be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory entitled to receive from the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own accountwithout expense, and new certificates therefor not as nominee or agent, for investment purposes only and not with bearing a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) Securities Act legend of the Securities Act, character set forth in a manner which would require registration under the Securities Act or any state securities lawsparagraph 5(a). (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) The Purchaser has been advised understands that none the Exchangeable Notes and the Pubco Common Stock issuable upon exchange of the Shares Exchangeable Notes are being offered in a transaction not involving any public offering within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and that the Exchangeable Notes and the shares of Pubco Common Stock issuable upon exchange of the Exchangeable Notes have not been registered under the Securities Act or any other applicable securities laws and Act. The Purchaser understands that the Shares are being offered Exchangeable Notes and sold pursuant to Section 4(a)(2) the Pubco Common Stock issuable upon exchange of the Securities Act and/or Rule 506 Exchangeable Notes may not be offered, resold, transferred, pledged (other than in connection with ordinary course prime brokerage relationships) or otherwise disposed of Regulation D thereunder, and that by the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to absent an effective registration statement under the Securities Act. None of the Shares may be resold in the absence of an effective registration , except (i) to Pubco or a subsidiary thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory or (ii) pursuant to the Company, an applicable exemption from the registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) requirements of the Securities Act, and, in each of cases (i) and (ii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any book-entry positions or certificates representing the Exchangeable Notes shall contain a manner which would require registration under the Securities Act or any state securities laws. (iii) restrictive legend to such effect. The Purchaser understands and acknowledges agrees that the certificates representing Exchangeable Notes and the Shares Pubco Common Stock issuable upon exchange of the Exchangeable Notes will be subject to transfer restrictions under applicable securities laws and, as a result of these transfer restrictions, the Purchaser may not be able to readily offer, resell, transfer, pledge (other than in connection with ordinary course prime brokerage relationships) or otherwise dispose of the Exchangeable Notes and may be required to bear the financial risk of an investment in the Exchangeable Notes for an indefinite period of time. The Purchaser understands that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, pledge, transfer or disposition of any of the Exchangeable Notes and the Pubco Common Stock issuable upon exchange of the Exchangeable Notes. Each book entry for the Exchangeable Notes shall contain a notation, and each certificate (if any) evidencing the Exchangeable Notes shall be stamped or otherwise imprinted with a legend, in substantially the following legendform: “THIS SECURITY AND THE SECURITIES EVIDENCED BY COMMON STOCK, IF ANY, ISSUABLE UPON EXCHANGE OF THIS CERTIFICATE SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE LAWAND MAY NOT BE OFFERED, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE (iNOTWITHSTANDING THE FOREGOING, THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXCHANGE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES). BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF KORE WIRELESS GROUP, INC. (THE “COMPANY”) THERE THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS AN EFFECTIVE THE LATER OF (X) ONE YEAR AFTER THE ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT AND IS EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR (C) TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT; OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(E) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSACT. NOTWITHSTANDING NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE FOREGOING, NO NOTICE TO OR CONSENT SECURITIES ACT) OF THE COMPANY SHALL BE REQUIRED OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN CONNECTION WITH ANY SUCH SALE RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING THE IMMEDIATELY PRECEDING THREE MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR TRANSFERSHOLD THIS SECURITY OR A BENEFICIAL INTEREST HEREIN.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised Each Crestwood Party understands that none of the Shares New NRGM Common Units to be acquired by the Crestwood Parties pursuant to Article 2 have not been registered under the Securities Act or any other applicable state securities laws and that Laws by reason of specific exemptions under the Shares are being offered and sold pursuant to Section 4(a)(2) provisions thereof, the availability of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated which depend in part on the bona fide nature of the Crestwood Parties’ investment intent and upon the accuracy of the representations made in this Article 3. Each Crestwood Party understands that NRGM is relying in part upon the representations and agreements contained in this Article 3 for the purpose of determining whether the offer, sale and issuance of the New NRGM Common Units meets the requirements for such Purchaser representations as contained hereinexemptions. Purchaser acknowledges Each Crestwood Party understands that the Shares New NRGM Common Units will be issued characterized as “restricted securities” as defined by Rule 144 promulgated pursuant to under the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof Act and that under the Securities Act and applicable state securities laws unlessregulations, in such New NRGM Common Units may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the opinion of counsel reasonably satisfactory Securities Act or pursuant to the Company, an applicable available exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) requirements of the Securities Act, and in a manner which would require registration under the Securities Act or any compliance with other applicable state and federal securities laws. (iii) Purchaser understands and acknowledges Laws. In this connection, each Crestwood Party represents that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares it is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of familiar with Rule 144 promulgated under the Securities Act, which permits limited and understands the resale of restricted securities subject to the satisfaction of certain conditions limitations imposed thereby and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of by the Securities Act. Each Crestwood Party also acknowledges that appropriate legends will be placed on the certificates representing the New NRGM Common Units to be acquired by the Crestwood Parties pursuant to Article 2 (including as required by the NRGM Partnership Agreement) indicating the restrictions on transfer of such New NRGM Common Units and that Buyer has no obligation to register such New NRGM Common Units, except as provided in the NRGM Partnership Agreement.

Restricted Securities. (i) 4.4.1 Each Purchaser has been advised that none of the Shares Securities have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(24(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(24(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained hereinherein (including, for avoidance of doubt, the Questionnaire). Each Purchaser acknowledges that the Shares Securities will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares Securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) 4.4.2 Each Purchaser represents that such Purchaser is acquiring the Shares for such Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) 4.4.3 Each Purchaser understands and acknowledges that the certificates representing the Shares Shares, Warrants and, if issued, the Warrant Shares, will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR SECURITIES, (ii) THE SECURITIES ARE SOLD PURSUANT COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY STATING THAT SUCH SALE TRANSACTION IS EXEMPT FROM REGISTRATION, OR TRANSFERS(iii) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” (iv) 4.4.4 Each Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Each Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Each Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the SharesSecurities. Each Purchaser is an “accredited investor” as defined in under Rule 501 of under the Securities Act. 4.4.5 The representations made by each Purchaser on the Questionnaire (commencing page SP-2 appended at the end hereof) and Purchaser Signature Page are true and correct.

Restricted Securities. (i) Purchaser has been advised The Optionor understands that none the P13 Shares issuable pursuant to this Agreement are restricted securities and may not be sold, transferred, or otherwise disposed of the Shares have been registered without registration under the Securities Act or any other and applicable state and federal securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunderor an exemption therefrom, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof statement covering the P13 Shares or any available exemption from registration under the Securities Act and applicable state and federal securities laws, the P13 Shares must be held indefinitely. Without limitation of the foregoing, if the Optionee elects to exercise its option to purchase Option Units, the Option Units sold to the Optionee hereunder by the Optionor has a fair value of not less than CDN$150,000 and the Optionor understands that the P13 Shares may not be resold under applicable Canadian securities laws before the date that is four (4) months plus one (1) day following the Closing Date, is aware that the certificate which it shall receive evidencing the P13 Shares will bear a legend with respect to the resale restrictions under the Lock-Up Agreement and under applicable Canadian securities laws in substantially the following form: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE. and, understands that after the date that is four (4) months plus one (1) day following the Closing Date, but still subject to the Lock-Up Agreement and applicable U.S. securities laws, the P13 Shares may be resold under applicable Canadian securities laws in each Province and Territory of Canada, provided: (i) the trade is not a “control distribution” as defined in National Instrument 45-102 – Resale of Securities; (ii) no unusual effort is made to prepare the market or create a demand for the P13 Shares; (iii) no extraordinary commission or consideration is paid in respect of such trade; and (iv) if the selling securityholder is an “insider” or “officer” of the Optionee (as such terms are defined by applicable Canadian securities laws), the insider or officer has no reasonable grounds to believe that the Optionee is in default of applicable Canadian securities laws. Unless registered under the Securities Act and applicable state securities laws unlesslaws, the certificate representing the P13 Shares shall also bear a legend in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT: (A) TO THE ISSUER, (B) IN COMPLIANCE WITH (1) RULE 144 OR (2) RULE 144A UNDER THE SECURITIES ACT AND WITH APPLICABLE STATE SECURITIES LAWS, (C) IN CONNECTION WITH ANOTHER EXEMPTION UNDER THE SECURITIES ACT, OR (D) WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER, UPON THE ISSUER RECEIVING, IN THE CASE OF CLAUSES (B)(1) AND (C) ABOVE, AN OPINION OF COUNSEL FOR THE HOLDER, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Notwithstanding the foregoing, if any such securities are being sold pursuant to Rule 144 under the Securities Act, the legend may be removed by delivery to the registrar and transfer agent for such securities of an opinion of counsel of recognized standing reasonably satisfactory to the Company, an Optionee or its successor company to the effect that such legend is no longer required under applicable exemption from registration is available. (ii) Purchaser represents that Purchaser requirements of the Securities Act or applicable state securities laws. The Optionor is acquiring the P13 Shares as principal for Purchaser’s its own account, and not as nominee or agent, for investment purposes only account and not with a view totoward, or for sale in connection with, a distributionany distribution thereof, as that term is used or with any present intention of distributing or selling the P13 Shares in Section 2(11) any Province or Territory of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSCanada. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser The Optionor is an “accredited investor” as defined in Rule 501 National Instrument 45-106 Prospectus Exemptions of the Canadian Securities ActAdministrators and is able to bear the economic risk of an investment in the P13 Shares. The Optionor acknowledges that the Optionee may be required to file a report with the Canadian securities regulatory authorities containing personal information about the Optionor, including his full name, address and telephone number, the number and type of securities purchased, the total purchase price paid for the securities, the date of the closing and the exemption relied upon under applicable Canadian securities laws. The Optionor also acknowledges that the Optionee may be required to file one or more reports (including but not limited to a Form 8-K) with the U.S. Securities and Exchange Commission and the Canadian Securities Exchange (“CSE”) disclosing the terms of this Agreement, including the identity of the Optionor and the exemption relied upon under applicable U.S. securities laws and may be required to file a copy of this Agreement with the U.S. Securities and Exchange Commission and on SEDAR.

Restricted Securities. AGRA and the AGRA Shareholder acknowledge that all of the CNCC Shares issued by CNCC shall be restricted pursuant to Rule 144 and exempt from the registration requirements of the Securities Act. (ia) Purchaser The AGRA Shareholder has been advised that none of the CNCC Shares have not been registered under the Securities Act Act, or any other applicable state securities laws and that the act in reliance on exemptions therefrom. (b) The CNCC Shares are being offered and sold pursuant to Section 4(a)(2) of acquired solely for the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for PurchaserAGRA Shareholder’s own account, and not as nominee or agent, for investment purposes only and are not being acquired with a view to, to or for sale in connection withthe resale, a distribution, as subdivision or fractionalization thereof, the AGRA Shareholder has no present plans to enter into any such contract, undertaking, agreement or arrangement and the AGRA Shareholder further understands that term is used in Section 2(11) of the CNCC Shares, may only be resold pursuant to a registration statement under the Securities Act, or pursuant to an available exemption from registration; (c) The AGRA Shareholder acknowledges, in a manner which would require registration connection with the exchange of the CNCC Shares, that no representation has been made by representatives of CNCC regarding its business, assets or prospects other than that set forth herein and that each is relying upon the information set forth in the public filings made by CNCC and such other representations and warranties as set forth in this Agreement. (d) The AGRA Shareholder acknowledges that it is either an “accredited investor” within the meaning of Regulation D under the Securities Act or any state securities lawshas sufficient knowledge and experience in financial matters to be capable of evaluating the merits and risks of exchanging its AGRA Shares for CNCC Shares and it is able to bear the economic risk of the transactions contemplated hereby. (iiie) Purchaser understands and acknowledges The AGRA Shareholder agrees that the certificate or certificates representing the CNCC Shares will bear be inscribed with substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.:

Restricted Securities. (i) Purchaser has been advised All securities transferred pursuant to this Agreement are Restricted Securities (as defined below in subparagraph 4(a)(iii) below) that none are transferable pursuant to (A) public offerings registered under the Securities Act, (B) Rule 144 of the Shares Securities and Exchange Commission (or any similar rule then in force) if such rule is available and (C) subject to the conditions specified in subparagraph 3(a)(ii) below, any other legally available means of transfer. (ii) In connection with the transfer of any Restricted Securities (other than a transfer described in subparagraph 4(i)(A) or (B) above), the holder thereof will deliver written notice to the Company describing the transfer or proposed transfer, and, if requested by the Company, will also deliver an opinion (reasonably satisfactory to the Company) of counsel that (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Restricted Securities may be transferred without registration of such Restricted Securities under the Securities Act. (iii) For the purposes of this Agreement, "Restricted Securities" means the Shares, and any securities issued with respect thereto by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Restricted Securities, such securities will cease to be Restricted Securities when they have (A) been effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them or (B) become eligible for sale and have actually been sold to the public pursuant to Rule 144 (or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2similar provision then in force) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to under the Securities Act. None of Whenever any particular securities cease to be Restricted Securities, the Shares may holder thereof will be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory entitled to receive from the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own accountwithout expense, and new certificates therefor not as nominee or agent, for investment purposes only and not with bearing a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) Securities Act legend of the Securities Act, character set forth in a manner which would require registration under the Securities Act or any state securities lawsparagraph 5(a). (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Each Purchaser has been advised that none of the Shares have not been registered under the Securities Act or any other applicable securities laws and that the Shares such securities are being offered and sold pursuant to Section 4(a)(24(2) of the Securities Act and/or Rule 506 of Act, Regulation D and/or Regulation S thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of 4(2), Regulation D and Regulation S is predicated in part on such Purchaser each Purchaser’s representations as contained herein. herein and in the Investor Representation attached hereto as Exhibit “B” or the Regulation S Acknowledgment Form attached hereto as Exhibit “C”. (i) Each Purchaser acknowledges that the Shares have not been registered under the Securities Act or the securities laws of any state and that such securities are being offered, and will be sold, pursuant to applicable exemptions from such registration for nonpublic offerings and will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the The Shares may not be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company's counsel, an applicable exemption from registration is available. (ii) If purchased pursuant to Regulation S, each Purchaser is not a U.S. Person (as defined for purposes of Regulation S) and such Purchaser is not acquiring the Shares for the account or benefit of a U. S. Person. (iii) If purchased pursuant to Regulation S, each such Purchaser acknowledges that the Shares have not been registered under the Securities Act and may not be offered or sold in the United States or to U.S. Persons (other than distributors, as defined in Rule 902 of the Securities Act) unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. (iv) Each Purchaser represents that such Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iiiv) Each Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legendlegend if the Shares are purchased pursuant to the provisions of Regulation D: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933or, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.”if the Shares are purchased pursuant to Regulation S: (ivvi) Each Purchaser acknowledges that an investment in the Shares is are not liquid and is are transferable only under limited conditions. Each Purchaser acknowledges that such securities Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Such Purchaser is aware of the provisions of Rule 144 and Regulation S promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Each Purchaser is an “accredited investor” as defined acknowledges that hedging transactions involving the Shares may not be conducted unless in Rule 501 of compliance with the Securities Act.

Restricted Securities. The Investor understands that (ia) Purchaser the Stock has been advised that none of the Shares have not been registered under the Securities Act or any other applicable by reason of a specific exemption therefrom, that such securities laws must be held by it indefinitely and that the Shares are being offered and sold pursuant to Section 4(a)(2) Investor must, therefore, bear the economic risk of the Securities Act and/or Rule 506 of Regulation D thereundersuch investment indefinitely, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D unless a subsequent disposition thereof is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration registered under the Securities Act or any state securities laws. is exempt from such registration; (b) each certificate representing the Stock will be endorsed with the following legends, except that certificates issued following a disposition of such Stock shall not be required to bear the legend set forth in (a) if (i) the disposition was made in compliance with Rule 144, as supported by satisfactory written documentation, (ii) there is in effect a registration statement under the Securities Act covering the disposition and such disposition was made in accordance with such registration statement, as supported by satisfactory written documentation, or (iii) Purchaser understands and acknowledges if an opinion of counsel reasonably acceptable to the Company to the effect that such legend is not required in order to establish compliance with any provisions of the certificates representing Securities Act is provided to the Shares will bear substantially the following legend: “Company: (i) THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN . THE SECURITIES MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFEREDOFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED HYPOTHECATED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY IS IN EFFECT AS TO SUCH TRANSACTION INVOLVING SAID SECURITIES SALE OR OTHER TRANSFER OR SUCH SALE OR OTHER TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 144A OF THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED HAS BEEN PROVIDED. (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSAny legend required to be placed thereon by any applicable state securities laws. NOTWITHSTANDING THE FOREGOINGFurthermore, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” the Company will instruct any transfer agent not to register the transfer of the Stock (ivor any portion thereof) Purchaser acknowledges that an investment unless the conditions specified in the Shares foregoing legends are satisfied, until such time as a transfer is made, pursuant to the terms of this Purchase Agreement, and in compliance with Rule 144 or pursuant to a registration statement or, if the opinion of counsel referred to above is to the effect that such legend is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under required in order to establish compliance with any provisions of the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Actthis Purchase Agreement.

Restricted Securities. (i) Purchaser has been advised that none of the Shares have not been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(24(2) of the Securities Act and/or and Rule 506 of Regulation D thereunder, and that the Company’s 's reliance upon Section 4(a)(24(2) and/or and Rule 506 of Regulation D is predicated in part on such Purchaser Purchasers' representations as contained herein. . 4.4.1 Purchasers and their beneficial owners are "accredited investors" as defined under Rule 501 under the Securities Act. 4.4.2 Purchaser acknowledges that the Shares have not been registered under the Securities Act or the securities laws of any state and are being offered, and will be sold, pursuant to applicable exemptions from such registration for nonpublic offerings and will be issued as “"restricted securities” " as defined by Rule 144 promulgated pursuant to the Securities Act. None of the The Shares may not be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company's counsel, an applicable exemption from registration is available. (ii) Purchaser represents that 4.4.3 Purchaser is acquiring the Shares for Purchaser’s its own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) 4.4.4 Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO IS NOT REQUIRED UNDER SUCH ACT OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACTS.” (iv) 4.4.5 Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities purchased in a private placement subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised The Shares will be “restricted securities” as that none of term is defined in Rule 144 under the Securities Act, and the Shares have been must be held indefinitely unless they are subsequently registered or qualified under the Securities Act, the Law and other applicable securities laws or that exemptions from such registration or qualification are available. Cardium is not under any obligation to register Shares under the Securities Act or to comply with the Regulation A or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by exemption if Rule 144 promulgated pursuant to the Securities Actis not available for sales of Shares. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or Each certificate representing any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the unregistered Shares will bear a legend on the face thereof (or on the reverse thereof with a reference to such legend on the face thereof) in substantially the following legendform set forth below, which legend restricts the disposition of Shares otherwise than in accordance with this Agreement: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED. THESE SHARES MAY NOT BE ENCUMBERED, OR APPLICABLE STATE LAWPLEDGED, AND NO INTEREST THEREIN MAY BE HYPOTHECATED, SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SAID ACT OR AN OPINION OF COUNSEL, SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER AND CONCURRED IN BY THE ISSUER’S COUNSEL, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY OR THAT SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) COMPLIES WITH RULES PROMULGATED BY THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSAND EXCHANGE COMMISSION UNDER SAID ACT.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised Each Exchanging Shareholder acknowledges and is aware that none there are substantial restrictions on the transferability of the Corporation Shares. Purchaser understands that the Corporation Shares have not been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by within the meaning of Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require and may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is availabletherefrom. Purchaser is aware of Furthermore, each Exchanging Shareholder acknowledges that the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject Corporation Shares purchased hereunder will bear a legend to the satisfaction of certain conditions effect set forth below, and that each Exchanging Shareholder covenants that, except to the extent such Rule is restrictions are waived by the Corporation, such Exchanging Shareholder shall not now available and, transfer the Corporation Shares without complying with the restrictions on transfer described in the futurelegend endorsed on such certificate: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities ActAS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

Restricted Securities. (i) Purchaser 4.3.1 The Investor has been advised that none of neither the Note nor the Conversion Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained hereinlaws. Purchaser The Investor acknowledges that the Note and the Conversion Shares will may be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of Neither the Note nor the Conversion Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company’s counsel, an applicable exemption from registration is available. (ii) Purchaser 4.3.2 The Investor represents that Purchaser it is acquiring the Shares Notes for PurchaserInvestor’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser 4.3.3 The Investor understands and acknowledges that the certificates representing Note and the Shares will Conversion Shares, when issued, may bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO IS NOT REQUIRED UNDER SUCH ACT OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACTS.” (iv) Purchaser 4.3.4 Investor acknowledges that an investment in the Note and the Conversion Shares is are not liquid and is are transferable only under limited conditions. Purchaser Investor acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser Investor is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available andthat, in the future, such Rule may not become be available for resale of either the Note or any of the Conversion Shares. Purchaser . 4.3.5 Investor is an “accredited investor” as defined in under Rule 501 of under the Securities Act.

Restricted Securities. Purchaser understands that: (ia) Purchaser the transaction under which Beneficiary is obtaining the Securities has been advised that none of the Shares have not been registered under the Securities Act or any other applicable securities laws of 1933, as amended (the "SECURITIES ACT"), and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will must be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration held indefinitely unless subsequently registered under the Securities Act or any state securities laws.an exemption from such registration is available; (iiib) Purchaser understands the Securities have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of its investment intent as expressed herein; and acknowledges that that, in the certificates representing view of the Shares Securities and Exchange Commission (the "SEC"), the statutory basis for such exemption may be unavailable if this representation was predicated solely upon a present intention to hold the Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future; (c) the Securities of the Company will bear substantially be stamped with the following legend: “legends restricting transfer: i. THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”), ") AND ARE "RESTRICTED SECURITIES" AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THE SECURITIES MAY NOT BE SOLD OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS DISTRIBUTED EXCEPT (i) THERE IS IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD IN COMPLIANCE WITH RULE 144, OR (iii) PURSUANT TO AN EXEMPTION FROM OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION, THAT SUCH REGISTRATION REQUIREMENTSOR COMPLIANCE IS NOT REQUIRED AS TO SAID SALE, OFFER OR DISTRIBUTION. ii. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT HOLDER WHOSE NAME APPEARS ON THIS CERTIFICATE WAS AN AFFILIATE OF THE COMPANY SHALL ISSUER ON THE DATE OF ISSUANCE HEREOF. SUCH SHARES MAY NOT BE REQUIRED SOLD, EXCHANGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN CONNECTION COMPLIANCE WITH ANY SUCH SALE OR TRANSFERSRULE 144 OF THE SECURITIES ACT OF 1933, AS AMENDED.” (ivd) Purchaser acknowledges that an investment the Company will make a notation in its records of the Shares is not liquid aforementioned restrictions on transfer and is transferable only under limited conditions. Purchaser acknowledges that such securities legends; and (e) the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or unless an exemption from such registration is otherwise available. Purchaser , and the Company is aware of the provisions of Rule 144 promulgated under no obligation to register the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, except as provided in the future, may not become available for resale of any of the SharesAsset Purchase Agreement. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.185

Restricted Securities. (i) 4.7.1 The Purchaser has been advised that none of neither the Units, the Shares, the Warrants, nor the Warrant Shares (collectively, the “Securities”) have been registered under the Securities Act or any other applicable securities laws and that the Shares Securities are being offered and sold pursuant to Section 4(a)(24(2) of the Securities Act and/or and Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(24(2) and/or and Rule 506 of Regulation D is predicated in part on such the Purchaser representations as contained herein. The Purchaser acknowledges that the Shares Securities will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares Securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company’s counsel, an applicable exemption from registration is available. (ii) 4.7.2 The Purchaser represents that the Purchaser is acquiring the Shares Securities for the Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) 4.7.3 The Purchaser understands and acknowledges that the certificates representing the Shares Securities, when issued, will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO IS NOT REQUIRED UNDER SUCH ACT OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACTS.” (iv) 4.7.4 The Purchaser acknowledges that an investment in the Shares Securities is not liquid and is transferable only under limited conditions. The Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities ActSecurities.

Restricted Securities. (i) Purchaser The Seller has been advised that none of the Shares have not been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(24(2) of the Securities Act, and that the Company's reliance upon Section 4(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser the Seller's representations as contained herein. Purchaser . 4.4.1 The Seller acknowledges that the Shares have not been registered under the Securities Act or the securities laws of any state and are being offered, and will be issued sold, pursuant to applicable exemptions from such registration for nonpublic offerings and will be sold as “"restricted securities” " as defined by Rule 144 promulgated pursuant to the Securities Act. None of the The Shares may not be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company's counsel, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser 4.4.2 The Seller is acquiring the Shares for Purchaser’s its own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser 4.4.3 The Seller understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO IS NOT REQUIRED UNDER SUCH ACT OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACTS.” (iv) Purchaser 4.4.4 The Seller acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser The Seller acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser The Seller is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities purchased in a private placement subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. Investor understands that the Common Shares (ithe “Securities”) Purchaser has been advised that none of the Shares are “restricted securities” and have not been registered under the Securities Act or qualified under any other applicable state securities laws and law by reason of their issuance in a transaction that does not require registration or qualification (based in part on the Shares are being offered and sold pursuant to Section 4(a)(2) accuracy of the Securities Act and/or Rule 506 representations and warranties of Regulation D thereunderthe Investor contained herein), and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D such securities must be held indefinitely unless a subsequent disposition is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration registered under the Securities Act or any applicable state securities laws or is exempt from such registration. The Investor hereby agrees that the Company may insert the following or similar legend on the face of the certificates evidencing the Common Shares, if required in compliance with federal and state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE "THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISTRIBUTED, ASSIGNEDDIRECTLY OR INDIRECTLY, OFFEREDIN THE UNITED STATES, PLEDGED ITS TERRITORIES, POSSESSIONS, OR OTHERWISE TRANSFERRED UNLESS AREAS SUBJECT TO ITS JURISDICTION, OR TO OR FOR THE ACCOUNT OR BENEFIT OF A "U.S. PERSON" AS THAT TERM IS DEFINED IN RULE 902 OR REGULATION S OF THE ACT, AT ANY TIME PRIOR TO ONE (1) YEAR AFTER THE ISSUANCE OF THIS CERTIFICATE, IN THE ABSENCE OF (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES ACT, OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM FROM UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. ANY SALES, TRANSFERS OR OTHER DISTRIBUTIONS OF THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING MUST BE MADE IN ACCORDANCE WITH THE FOREGOING, NO NOTICE TO OR CONSENT PROVISIONS OF REGULATION S OF THE ACT. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY SHALL BE REQUIRED OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER OR OTHER DISTRIBUTION OF ANY INTEREST IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSOF THE SECURITIES REPRESENTED BY THIS CERTIFICATE.” (iv) Purchaser " The Investor understands and acknowledges that an investment in the U.S. Securities and Exchange Commission (the “Commission”) currently takes the position that coverage of short sales of shares of the Common Shares “against the box” prior to the effective date of a registration statement registering the re-sale of the Common Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware a violation of the provisions Section 5 of Rule 144 promulgated under the Securities Act, which permits limited resale as set forth in Item 65, Section 5 under Section A, of restricted securities subject the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Accordingly, without limiting the restrictions set forth herein, Investor agrees not to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of use any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 Common Shares to cover any short sales made prior to the effective date of the Securities Actsuch registration statement.

Restricted Securities. Restricted Securities of each series shall be subject to the restrictions on transfer (ithe “Transfer Restrictions”) Purchaser has been advised that none provided in the applicable legend(s) (the “Restrictive Legends”) required to be set forth on the face of the Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold each Restricted Security pursuant to Section 4(a)(2202 and Section 205 or as otherwise specified as contemplated by Section 301 for the Restricted Securities of such series, and each Holder of a Restricted Security, by its acceptance thereof, agrees to be bound by, and to comply with, the Transfer Restrictions, in each case unless compliance with the Transfer Restrictions shall be waived by the Company or the Guarantor in writing delivered to the Trustee. Except as otherwise specified as contemplated by Section 301 for the Securities of any series, the Transfer Restrictions shall cease and terminate with respect to any particular Restricted Security upon receipt by the Company or the Guarantor of evidence satisfactory to it (which may include an opinion of independent counsel experienced in matters of United States federal securities law) that, as of the Securities Act and/or Rule 506 date of Regulation D thereunderdetermination, and that such Restricted Security (a) could be transferred by the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated Holder thereof pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (iiRule 144(k) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject (b) has been sold pursuant to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of effective registration statement under the Securities Act, or (c) has been transferred (i) in a transaction satisfying all the requirements of Rule 903 or 904 (as applicable) of Regulation S promulgated under the Securities Act or (ii) pursuant to Rule 144 under the Securities Act, and receipt by the Trustee of an Officer’s Certificate certifying that the Company or the Guarantor has received such evidence and that the Transfer Restrictions have ceased and terminated with respect to such Security. All references in the preceding sentence to any Regulation, Rule or provision thereof shall be deemed also to refer to any successor provisions thereof. In addition, the Company or the Guarantor may terminate the Transfer Restrictions with respect to any particular Restricted Security in such other circumstances as it determines are appropriate for this purpose and shall deliver to the Trustee and an Officer’s Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such Security. At the request of the Holder and upon the surrender of such Restricted Security to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 305, any Restricted Security as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraph shall be exchanged for a new Security with the notation of the Guarantee pursuant to Article Fourteen or the Guarantee endorsed thereon, of like tenor and aggregate principal amount, but without the Restrictive Legends. Any Restricted Security as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Securities and Guarantee issued upon registration of transfer of, exchange for or in lieu of such Restricted Security) shall thereupon cease to be “Restricted Securities” for all purposes of this Indenture. The Company or the Guarantor shall notify the Trustee of the effective date of any registration statement registering any Restricted Securities under the Securities Act and shall ensure that any opinion of counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any opinion of counsel. As used in this Section 305(b), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Securities referred to herein.

Restricted Securities. (i) Purchaser has been advised that none The Acquired Shares will be issued to Seller as "restricted securities" as defined under Rule 144 of the Shares have been registered Securities Act of 1933, as amended (the "Securities Act"), in a private placement exempt from registration under the Securities Act, by reason of Regulation D promulgated thereunder or Section 4(2) thereof and shall not be transferred (including without limitation, transferred to Seller's stockholders pursuant to a liquidation, dissolution or winding up of Seller) unless there is a valid exemption from the registration requirements of the Securities Act and Buyer Parent receives an opinion of counsel from Seller stating that such transfer is exempt from the registration requirements of the Securities Act or any other applicable securities laws and that the Shares are being offered and sold such transfer may be made pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) Rule 144A of the Securities Act; provided however, that such opinion shall not be required (i) in the event the requirements of Section 6.2(i) hereof have been met and not waived and Seller distributes, without consideration therefor, the Acquired Shares to holders of its preferred stock pursuant to a manner which would require registration liquidation of Seller in compliance with the Delaware General Corporation Law (including without limitation as it relates to dissolution, dividends and payment of creditors) ("Delaware Law") or (ii) Seller transfers the Acquired Shares to any creditor (but not more than five such creditors in total) who shall have executed and delivered to Buyer Parent an Investment Representation Agreement evidencing that such creditor is an "accredited investor" under Regulation D promulgated under the Securities Act or any state securities lawsAct. (iiii) Purchaser understands and acknowledges that the All certificates representing the Shares will shares of Buyer Parent's common stock issued to Seller pursuant to this Agreement, and any certificates subsequently issued with respect thereto or in substitution therefor shall bear substantially the following legend: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN . THESE SECURITIES MAY NOT BE SOLD, DISTRIBUTEDTRANSFERRED, ASSIGNED, OFFEREDOFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED HYPOTHECATED UNLESS (i) THERE IS (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING SUCH SECURITIES, (B) A VALID EXEMPTION THEREFROM AND APPLICABLE STATE THE ISSUER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES LAWS COVERING ANY REASONABLY SATISFACTORY TO THE ISSUER, STATING THAT SUCH TRANSACTION INVOLVING SAID SALE, TRANSFER, ASSIGNMENT, OFFER FOR SALE, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT OR THAT SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR RULE 144A OF THE SECURITIES ACT, OR (iiC) THE SECURITIES ARE SOLD A VALID EXEMPTION THEREFROM AND SUCH TRANSFER IS MADE PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSTHE ASSET PURCHASE AGREEMENT DATED DECEMBER [ ], 2001 BY AND AMONG THE ISSUER, LINKUP SYSTEMS CORPORATION, AND THE OTHER PARTIES THERETO. NOTWITHSTANDING THE FOREGOINGTRANSFER RESTRICTIONS APPLICABLE TO THESE SHARES ARE BINDING ON THE TRANSFEREES OF THESE SHARES. Buyer Parent, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must at its discretion, may cause stop transfer orders to be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject placed with its transfer agent with respect to the satisfaction certificates for such shares of certain conditions and that Buyer Parent's common stock but not as to the certificates for any part of such Rule shares of common stock as to which said legend is not now available andno longer appropriate. In addition, in Buyer Parent may place on the future, may not become available for resale certificates representing such shares of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Actcommon stock other appropriate legends pursuant to applicable law.

Restricted Securities. (i) 4.4.1 Each Purchaser has been advised that none of the Shares Securities have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(24(2) of the Securities Act and/or Rule 506 of Regulation D and/or Regulation S thereunder, and that the Company’s reliance upon Section 4(a)(24(2) and/or Rule 506 of Regulation D and/or Regulation S is predicated in part on such Purchaser representations as contained hereinherein (including, for avoidance of doubt, the Questionnaire). Each Purchaser acknowledges that the Shares Securities will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares Securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) 4.4.2 Each Purchaser represents that such Purchaser is acquiring the Shares for such Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) 4.4.3 Each Purchaser understands and acknowledges that the certificates representing the Shares Shares, Warrants and, if issued, the Warrant Shares, will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR SECURITIES, (ii) THE SECURITIES ARE SOLD PURSUANT COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY STATING THAT SUCH SALE TRANSACTION IS EXEMPT FROM REGISTRATION, OR TRANSFERS(iii) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” (iv) 4.4.4 Each Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Each Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Each Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the SharesSecurities. Each Purchaser is an “accredited investor” as defined in under Rule 501 of under the Securities Act. 4.4.5 The representations made by each Purchaser on the Questionnaire (commencing page SP-2 appended at the end hereof) and Purchaser Signature Page are true and correct.

Restricted Securities. (iEvery Restricted Security shall be subject to the restrictions on offers provided in the applicable legend(s) Purchaser has been advised that none required to be set forth on the face of each Restricted Security pursuant to Exhibit A and Section 2.2 or as provided pursuant to Section 2.3, unless such restrictions on transfer shall be waived by the written consent of the Shares Company, and the Holder of each Restricted Security, by such Holder's acceptance thereof, agrees to be bound by such restrictions on transfer. Whenever any Restricted Security is presented or surrendered for registration of transfer or for exchange for a Security registered in a name other than that of the Holder, such Restricted Security must be accompanied by an appropriately completed certificate in substantially the form set forth in or contemplated by Section 2.13(d) (which may be attached to or set forth in the Restricted Security), appropriately completed, dated the date of such surrender and signed by the Holder of such Restricted Security, as to compliance with such restrictions on transfer, unless the Company shall have been registered notified the Trustee pursuant to this Section 2.7 that there is an effective registration statement under the Securities Act with respect to such Restricted Security. The Security Registrar shall not be required to accept for such registration of transfer or exchange any Restricted Security not so accompanied by a properly completed certificate. Except as otherwise provided in the preceding paragraph or pursuant to Section 2.3, if Securities are issued upon the transfer, exchange or replacement of Securities bearing a legend or legends setting forth restrictions on transfer, or if a request is made to remove such legend(s) on a Security, the Securities so issued shall bear such legend(s) or such legend(s) shall not be removed, as the case may be, unless the transferor delivers to the Company such satisfactory evidence (which may include an opinion of independent counsel experienced in matters of United States securities law as may be reasonably satisfactory to the Company), as may be reasonably required by the Company, that neither such legend(s) nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 or Regulation S under the Securities Act or any other applicable securities laws and that such Securities are not "Restricted Securities" within the Shares are being offered and sold pursuant to Section 4(a)(2) meaning of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to under the Securities Act. None Upon provision of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably such satisfactory evidence to the Company, the Trustee, at the written direction of the Company set forth in an applicable exemption from Officer's Certificate, shall authenticate and deliver a Security that does not bear such legend(s). In the absence of bad faith on its part, the Trustee may conclusively rely upon such direction of the Company in authenticating and delivering a Security that does not bear such legend(s). Upon registration is available. (ii) Purchaser represents of Transfer of or exchange of Securities that Purchaser is acquiring are no longer Restricted Securities, the Shares for Purchaser’s own accountCompany shall execute, and not as nominee or agent, for investment purposes only the Trustee shall authenticate and not with a view to, or for sale in connection withdeliver, a distribution, as Security that term is does not bear restrictive legends. As used in this Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”2.7(b), OR APPLICABLE STATE LAWthe term "Transfer" encompasses any sale, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act pledge or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale other transfer of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Actreferred to herein.

Restricted Securities. (i) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) The Purchaser understands and acknowledges that the certificates or other instruments representing the Shares will Securities, except as set forth below, shall bear any legend as required by the "blue sky" laws of any state and a restrictive legend in substantially the following legend: “form (and a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAWSECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS ASSIGNED (iI) THERE IS IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933, AS AMENDED, OR (iiB) THE SECURITIES ARE AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSRULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL SECURITIES MAY BE REQUIRED PLEDGED IN CONNECTION WITH ANY SUCH SALE A BONA FIDE MARGIN ACCOUNT OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The legend set forth above shall be removed and the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that Company shall issue a certificate without such securities must be held indefinitely unless they are subsequently registered under legend to the holder of the Securities Act or an exemption from upon which it is stamped, unless otherwise required by state securities laws, when (i) such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated Securities are registered for resale under the Securities Act, which permits limited resale (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of restricted securities subject counsel, in a generally acceptable form, to the satisfaction of certain conditions and effect that such Rule is not now available andsale, in the future, may not become available for resale of any assignment or transfer of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 Notes may be made without registration under the applicable requirements of the Securities Act., or (iii) such holder provides the Company with reasonable assurance that the Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A.

Restricted Securities. (i) Purchaser has been advised that none None of the Shares have been shares of NDYN common stock into which the shares of NATE’S common stock are to be converted will be registered under the Securities Act or any other applicable securities laws and that of 1933, as amended (the Shares are being offered and sold “Securities Act”), but will be deemed to have been issued pursuant to Section 4(a)(2an exemption or exemptions therefrom (subject to the satisfaction of certain other terms and conditions hereof) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as considered “restricted securities” as defined by Rule 144 promulgated pursuant to within the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions meaning of Rule 144 promulgated under the Securities Act. All shares of NDYN common stock to be issued pursuant to this Agreement will be exempt from registration under the Securities Act pursuant to Section 4(2) of that Act and/or Regulation D, Rule 506 promulgated thereunder or other exemption, and certificates representing the shares will bear a restrictive legend worded substantially as follows and as may otherwise be required: “The shares represented by this certificate have not been registered under the Securities Act of 1933 (the “Act”) and are “restricted securities” as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to an exemption from registration under the Act, the availability of which permits limited resale of restricted securities subject is to be established to the satisfaction of certain conditions and that such Rule is not now available andthe corporation.” (ii) At the Closing, NDYN will direct its transfer agent to record as soon as practicable after the Closing, to issue the NDYN common stock to the holders of NATE’S common stock pursuant to the provisions set forth above. The transfer agent will annotate its records to reflect the restrictions on transfer embodied in the future, may not become available for resale legend set forth above. There will be no requirement of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of NDYN to register under the Securities ActAct any shares of NATE’S common stock in connection with the Merger.

Restricted Securities. (i) Purchaser has been advised that none None of the Shares have been shares of Silver River common stock into which the shares of BioForce common stock are to be converted will, at the Effective Time of the Merger, be registered under the Securities Act or any other applicable securities laws and that of 1933, as amended (the Shares are being offered and sold "Securities Act") but, rather, will be deemed to have been issued pursuant to Section 4(a)(2an exemption or exemptions therefrom (subject to the satisfaction of certain other terms and conditions hereof) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “considered "restricted securities” as defined by Rule 144 promulgated pursuant to " within the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions meaning of Rule 144 promulgated under the Securities Act. All shares of Silver River common stock to be issued pursuant to this Agreement will be exempt from registration under the Securities Act pursuant to Section 4(2) of that Act and Regulation D - Rule 506 and/or Regulation S promulgated thereunder, and certificates representing the shares will bear a restrictive legend worded substantially as follows and as may otherwise be required: "The shares represented by this certificate have not been registered under the Securities Act of 1933 (the "Act") and are "restricted securities" as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to an exemption from registration under the Act, the availability of which permits limited resale of restricted securities subject is to be established to the satisfaction of certain conditions and that such Rule is not now available andthe corporation." (ii) At the Closing, Silver River will direct its transfer agent to record, as soon as practicable after the Closing, the issuance of Silver River common stock to the holders of BioForce's common stock pursuant to the provisions set forth above. The transfer agent will annotate its records to reflect the restrictions on transfer embodied in the future, may not become available for resale legend set forth above. There will be no requirement of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of Silver River to register under the Securities ActAct any shares of Silver River common stock in connection with the Merger.

Restricted Securities. (a) Purchaser understands and agrees that the Preferred Shares and the Conversion Shares are "restricted securities" within the meaning of Rule 144 that can and will only be resold by Purchaser pursuant to (i) Purchaser has been advised that none of the Shares have been registered an effective registration statement under the Securities Act where the prospectus delivery requirements are complied with or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2(ii) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring under the Shares for Purchaser’s own accountAct, and not as nominee or agent, for investment purposes only and not in compliance with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any applicable state securities or "blue sky" laws. (iiib) Purchaser understands that any sales by Purchaser of any of the Preferred Shares or Conversion Shares that are not made in compliance with paragraph (a) of this Section 5.7 could subject the Company and Purchaser to possible civil and criminal liability under applicably federal securities laws and applicable state securities or "blue sky" laws. (c) Purchaser (i) agrees that it will only sell the Preferred Shares and the Conversion Shares in a transaction that complies in all material respects with applicable federal and state securities laws, (ii) agrees that it will not sell or otherwise dispose of or transfer the Preferred Shares or the Conversion Shares or any interest therein in a transaction that is part of a plan or scheme to evade the registration requirements of the Securities Act and (iii) acknowledges and agrees that notwithstanding the removal from the certificates representing the Securities of the legend set forth in Section 5.5 hereof upon effectiveness of a registration statement covering the Preferred Shares will bear substantially or the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Conversion Shares, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless will remain "restricted securities" until they are subsequently registered under the Securities Act have been sold pursuant to (x) an effective registration statement or an exemption from such registration is available. (y) Rule 144, and Purchaser is aware will remain responsible for compliance with applicable federal and state securities laws in connection with any resale by Purchaser of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Preferred Shares or Conversion Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised The Lender understands that none the shares of Common Stock issuable upon conversion of the Shares have been registered Advances, the Warrants and the shares of Common Stock issuable upon exercise of any Warrant will be “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “1933 Act”) and may not be sold, pledged, assigned or any other applicable securities laws transferred and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will must be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold held indefinitely in the absence of (i) an effective registration thereof statement under the Securities 1933 Act and applicable state securities laws unlesswith respect thereto or (ii) an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act as evidenced by an opinion of counsel reasonably satisfactory to the Company, an applicable exemption from Borrower that such registration is available. (ii) Purchaser represents that Purchaser is acquiring not required. The certificates for the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) Common Stock issuable upon conversion of the Securities Act, in a manner which would require registration under the Securities Act Advances or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will Advance or upon exercise of any Warrants shall bear substantially the following legend: or similar legend (in addition to such other restrictive legends as are required or deemed advisable under any applicable law by Borrower or any other agreement to which the Borrower is a party): “THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY OR ISSUABLE UPON EXERCISE OF THOSE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE LAW, UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND NO INTEREST THEREIN RESALE AND MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED PLEDGED, ENCUMBERED, ASSIGNED OR OTHERWISE TRANSFERRED TRANSFERRED, EXCEPT AS PERMITTED UNDER THE 1933 ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION, AN AVAILABLE EXEMPTION THEREFROM, OR A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE 1933 ACT OR UNDER THE SECURITIES LAWS OF ANY STATES. UNLESS (i) THERE IS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSLAWS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised The Holder understands that none of the Shares securities purchased hereunder, including the Underlying Shares, are “restricted securities,” as that term is defined in the Securities Act and the rules thereunder, have not been registered under the Securities Act or any other applicable securities laws Act, and that the Shares are being offered and sold pursuant to Section 4(a)(2) none of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will can be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof sold or transferred unless they are first registered under the Securities Act and applicable such state and other securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, as may be applicable or an applicable exemption from registration under the Securities Act is available. available (ii) Purchaser represents and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws). Holder acknowledges that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) all certificates representing any of the Securities ActNew Note, the Additional Warrants and the Underlying Shares will bear a restrictive legend in a manner which would require registration form as set forth below and hereby consents to the transfer agent for the Company’s Common Stock making a notation on its records to implement the restrictions on transfer described herein. Holder further understands that except as provided in the Transaction Documents: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are and may not be offered for sale, sold, assigned or transferred unless: (A) subsequently registered thereunder; (B) Holder shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; or (C) Holder provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or an exemption from such registration is available. Purchaser is aware the rules and regulations of the provisions of Rule 144 promulgated Commission thereunder; and (iii) except as set forth in the Transaction Documents, neither the Company nor any other Person is under any obligation to register the Securities under the Securities Act, which permits limited resale of restricted Act or any state securities subject laws or to comply with the satisfaction of certain terms and conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Actexemption thereunder.

Restricted Securities. (i1) Purchaser has been advised Each holder of Exchangeable Shares acknowledges and agrees that none of (a) the Exchangeable Shares have been registered under the Securities Act or acquired by such holder (including any other applicable securities laws and that the GMS Common Shares issued to such holder in exchange for such Exchangeable Shares) are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, acquired for investment purposes only and not with a view toto any public distribution thereof, and (b) such holder shall not offer to sell or for sale in connection with, a distribution, as that term is used in Section 2(11) otherwise dispose of the Securities Act, in a manner which would require registration under the Securities Act its Exchangeable Shares (or any state securities laws. (iiiGMS Common Shares issued to such holder in exchange for such Exchangeable Shares) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale violation of any of the registration requirements of the US Securities Act. (2) Each holder of Exchangeable Shares acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Exchangeable Shares (including any GMS Common Shares issued to such holder in exchange for such Exchangeable Shares. Purchaser ), and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in all of the Exchangeable Shares to be acquired by it (including any GMS Common Shares issued to such holder in exchange for such Exchangeable Shares). (3) Each holder of Exchangeable Shares confirms that, as of the date of the Purchase Agreement and as of the time immediately prior to such holder’s acquisition of the Exchangeable Shares, such holder was an “accredited investor” as such term is defined in Rule 501 Regulation D under the US Securities Act, and agrees to provide any information, documentation, representation or warranty reasonably requested in connection with confirming such holder’s “accredited investor” status. (4) Each holder of Exchangeable Shares confirms that it understands and agrees that if the registrations contemplated in Section 8.10 of the Purchase Agreement are not complete, the Exchangeable Shares and any GMS Common Shares issued in exchange therefor shall not be registered pursuant to the US Securities ActAct and that, as a result, all of the Exchangeable Shares and all GMS Common Shares issued in exchange therefor shall constitute “restricted securities” under US federal and state securities laws.

Restricted Securities. (i) Each Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and understands that the Shares are being offered and sold pursuant to Section 4(a)(2) of Series D Preferred Shares, the Securities Act and/or Rule 506 of Regulation D thereunderConversion Shares, the Warrants, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares Warrant Shares, will be issued characterized as “restricted securities” as defined by Rule 144 promulgated pursuant to under U.S. federal securities laws inasmuch as, if issued, they will be acquired from the Securities Act. None of Company in a transaction not involving a public offering and that, under U.S. federal securities laws and applicable regulations, the Series D Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares may be resold in the absence of an effective without registration thereof under the Securities Act only in certain limited circumstances. Such Purchaser acknowledges that all certificates representing any of the Series D Preferred Shares, the Conversion Shares, the Warrants, and applicable state securities laws unless, the Warrant Shares will bear a restrictive legend in a form as set forth below and hereby consents to the transfer agent for the Company’s Common Stock making a notation on its records to implement the restrictions on transfer described herein. Such Purchaser understands that except as provided in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. Transaction Agreements: (iii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration have not been and are not being registered under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely and may not be offered for sale, sold, assigned or transferred unless they are (A) subsequently registered thereunder, (B) such Purchaser shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Purchaser provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or an exemption from such registration is available. Purchaser is aware the rules and regulations of the provisions of Rule 144 promulgated Commission thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the Securities Act, which permits limited resale of restricted Act or any state securities subject laws or to comply with the satisfaction of certain terms and conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Actexemption thereunder.

Restricted Securities. The Purchaser acknowledges that, in the event the sale and issuance of the Second Closing Shares will be effected pursuant to a Private Placement, as of the date of the Second Closing, (i) Purchaser has been advised that none of the Second Closing Shares will be characterized as “restricted securities” under the U.S. federal securities Laws inasmuch as they will not have been registered under the Securities Act or any other applicable securities laws and will be acquired from the Company in a transaction not involving a public offering and that under such Laws such securities may be resold without registration under the Securities Act only in certain limited circumstances; (ii) the Second Closing Shares are being will be offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunderan exemption from registration, and that based in part upon the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated the statements and representations made by the Purchaser in part on such Purchaser representations as contained herein. Purchaser acknowledges this Agreement, and that the Purchaser may need to hold the Second Closing Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own accountindefinitely, and not as nominee or agentthat the Purchaser may need to bear the economic risk of such investment indefinitely, for investment purposes only and not with unless a view to, or for sale in connection with, a distribution, as that term subsequent disposition thereof is used in Section 2(11) of the Securities Act, in a manner which would require registration registered under the Securities Act or any state securities laws. is exempt from such registration; and (iii) Purchaser understands and acknowledges that in addition to any other applicable legends, so long as required by the terms of this Agreement, all certificates or other instruments representing the Second Closing Shares acquired pursuant to a Private Placement in accordance with this Agreement will bear a legend substantially to the following legendeffect: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE SECURITIES LAWS OF ANY STATE LAWAND MAY NOT BE TRANSFERRED, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER THE SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION REQUIREMENTSACT OR SUCH LAWS. NOTWITHSTANDING THIS INSTRUMENT IS TRANSFERABLE ONLY SUBJECT TO THE FOREGOING, NO NOTICE TO OR CONSENT PROVISIONS OF SECTION THREE HUNDRED THREE OF THE COMPANY SHALL RACING, PARI-MUTUEL WAGERING AND BREEDING LAW, SO LONG AS THE CORPORATION HOLDS DIRECTLY OR INDIRECTLY A LICENSE ISSUED BY THE NEW YORK STATE GAMING COMMISSION, AND MAY BE SUBJECT TO COMPLIANCE WITH THE REQUIREMENTS OF OTHER LAWS PERTAINING TO LICENSES HELD DIRECTLY OR INDIRECTLY BY THE CORPORATION. THE OWNER OF THE SECURITIES ISSUED BY THE CORPORATION MAY BE REQUIRED IN CONNECTION WITH ANY BY REGULATORY AUTHORITIES TO POSSESS CERTAIN QUALIFICATIONS AND MAY BE REQUIRED TO DISPOSE OF THESE SECURITIES IF THE OWNER DOES NOT POSSESS SUCH SALE OR TRANSFERS.” QUALIFICATIONS. and (ivv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction terms of certain conditions and that such Rule is not now available andthis Agreement, in the future, may not become available for resale of Company shall promptly cause the legend to be removed from any of certificate or other instruments representing the Second Closing Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. Each Restricted Security, including any Security issued upon transfer or exchange thereof (iother than pursuant to the Exchange Offer), shall be subject to the restrictions on transfer provided in the applicable legend(s) Purchaser has been advised that none required to be set forth on the face of each Restricted Security pursuant to Section 202, unless such restrictions on transfer shall be waived by the written consent of the Shares Issuer, the Guarantors and the Capital Markets Trustee, and the Holder of each Restricted Security, by such Holder's acceptance thereof, agrees to be bound by such restrictions on transfer. Whenever any Restricted Security is presented or surrendered for registration of transfer or for exchange for a Security registered in a name other than that of the Holder, such Restricted Security must be accompanied by an appropriately completed certificate in substantially the form set forth in or contemplated by clause (7) of Section 313 (which may be attached to or set forth in the Restricted Security), dated the date of such surrender and signed by the Holder of such Restricted Security, as to compliance with such restrictions on transfer, unless the Issuer shall have been registered notified the Capital Markets Trustee pursuant to this Section 305 that there is an effective registration statement under the Securities Act with respect to such Restricted Security. Neither the Security Registrar nor any Transfer Agent shall be required to accept for such registration of transfer or exchange any Restricted Security not so accompanied by a properly completed certificate. Except as otherwise provided in the preceding paragraph, if Securities are issued upon the transfer, exchange or replacement of Securities bearing a legend or legends setting forth restrictions on transfer that are intended to ensure compliance with the Securities Act, or if a request is made to remove such legend(s) on a Security, the Securities so issued shall bear such legend(s), or such legend(s) shall not be removed, as the case may be, unless the transferor delivers to the Issuer and the Capital Markets Trustee such satisfactory evidence (which may include an opinion of independent counsel experienced in matters of United States securities law as may be reasonably satisfactory to the Issuer and the Capital Markets Trustee), as may be reasonably required by the Issuer and the Capital Markets Trustee, that neither such legend(s) nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 or Regulation S under the Securities Act or any other applicable securities laws and that the Shares such Securities are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “not "restricted securities” as defined by " within the meaning of Rule 144 promulgated pursuant to under the Securities Act. None Upon provision of such satisfactory evidence to the Issuer and the Capital Markets Trustee, the Capital Markets Trustee, at the written direction of the Shares may be resold Issuer set forth in an Officers' Certificate, shall authenticate and deliver a Security that does not bear such legend(s). In the absence of an effective bad faith on its part, the Capital Markets Trustee may conclusively rely upon such direction of the Issuer in authenticating and delivering a Security that does not bear such legend(s). Upon registration thereof under of transfer of or exchange of Securities that are no longer Restricted Securities, the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own accountIssuer shall execute, and not as nominee or agent, for investment purposes only the Capital Markets Trustee shall authenticate and not with a view to, or for sale in connection withdeliver, a distribution, as Security that term is does not bear restrictive legends. The Exchange Securities shall not bear any restrictive legends. As used in this Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”305(2), OR APPLICABLE STATE LAWthe term "transfer" encompasses any sale, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act pledge or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale other transfer of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Actreferred to herein.

Restricted Securities. (i) 4.4.1 Purchaser has been advised that none of the Shares Securities have been registered under the Securities Act or any other applicable securities laws and that the Shares Units are being offered and sold pursuant to Section 4(a)(24(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s 's reliance upon Section 4(a)(24(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares Securities will be issued as “"restricted securities” " as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares Securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company's counsel, an applicable exemption from registration is available. (ii) 4.4.2 Purchaser represents that Purchaser it is acquiring the Shares Note for Purchaser’s 's own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) 4.4.3 Purchaser understands and acknowledges that the certificates representing the Shares Securities, when issued, will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO IS NOT REQUIRED UNDER SUCH ACT OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACTS.” (iv) 4.4.4 Purchaser acknowledges that an investment in the Shares Securities is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Securities. 4.4.5 Purchaser is an “"accredited investor” " as defined in under Rule 501 of under the Securities Act. The representations made by Purchaser on the Purchaser Signature Page are true and correct.

Restricted Securities. (iA) Purchaser has Sellers have been advised that none of the GEE Shares have been registered under the Securities Act or any other applicable securities laws and laws. Sellers acknowledge that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the GEE Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the GEE Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the CompanyBuyer, an applicable exemption from registration is available. ; (iiB) Purchaser represents that Purchaser is Sellers are acquiring the GEE Shares for Purchasereach Seller’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. ; (iiiC) Purchaser each Seller understands and acknowledges that the certificates representing the GEE Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR SECURITIES; (ii) THE SECURITIES ARE SOLD PURSUANT COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY STATING THAT SUCH SALE TRANSACTION IS EXEMPT FROM REGISTRATION; OR TRANSFERS(iii) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” ” and (ivD) Purchaser acknowledges Sellers acknowledge that an investment in the GEE Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges Sellers acknowledge that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is Sellers are aware of the provisions of Rule 144 promulgated under the Securities ActAct (“Rule 144”), which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule 144 is not now available and, in the future, may not become available for resale of any of the GEE Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none of The AUSTIN common stock to be issued hereunder, upon issuance and transfer to the Shares OWNERS, will not have been registered "registered" and therefore will be "restricted securities", as those terms are used under the Securities Act or any other applicable securities laws of 1933, as amended (the "1933 Act"), and the rules and regulations thereunder. By execution of this Agreement, each OWNER agrees, represents and warrants that the Shares are being offered and sold pursuant to Section 4(a)(2) his acquisition of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D AUSTIN Shares hereunder is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agentinvestment only, for investment purposes only his own account (both of record and beneficially) and not with a view to, or for sale in connection with, a to "distribution, " as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will 1933 Act. The AUSTIN shares to be issued hereunder may bear a legend substantially the following legendas follows: “"THE SECURITIES EVIDENCED SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE UNDER ANY STATE SECURITIES LAW, AND NO INTEREST THEREIN MAY NOT BE SOLDTRANSFERRED UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL, DISTRIBUTEDAT THE REQUEST OF THE PRESIDENT, ASSIGNEDSATISFACTORY TO THE CORPORATION AND ITS COUNSEL, OFFEREDTHAT SUCH TRANSFER OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS. BY ACQUIRING THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, PLEDGED EACH STOCKHOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES OF STOCK FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE DISPOSE OF THE SHARES OF STOCK WITHOUT REGISTRATION STATEMENT UNDER OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSRULES AND REGULATIONS THEREUNDER.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act."

Restricted Securities. (i) Purchaser has The Purchasers have been advised that none of the Seller Shares and the Company Shares have not been registered under the Securities Act or any other applicable securities laws and that the Company Shares are being offered and sold pursuant to Section 4(a)(24(2) of the Securities Act and/or Rule 506 Act, the Seller Shares are being offered and sold pursuant to the so-called "Section 4(1 1/2) exemption" of Regulation D thereunderthe Securities Act, and that the Company’s 's and each Seller's reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D these exemptions is predicated in part on such Purchaser the Purchasers' representations as contained herein. 4.4.1. Each Purchaser acknowledges is an "accredited investor" as defined under Rule 501 under the Securities Act. 4.4.2. The Purchasers acknowledge that the Seller Shares and Company Shares have not been registered under the Securities Act or the securities laws of any state and are being offered, and will be issued sold, pursuant to applicable exemptions from such registration for nonpublic offerings and will be sold as “"restricted securities” " as defined by Rule 144 promulgated pursuant to the Securities Act. None of the The Shares may not be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company's counsel, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is 4.4.3. The Purchasers are acquiring the Seller Shares and Company Shares for Purchaser’s their own account, and not as nominee or agentrespective accounts, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands 4.4.4. The Purchasers understand and acknowledges acknowledge that the certificates representing the Seller Shares and Company Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTSIS NOT REQUIRED UNDER SUCH ACT OR ACTS. 4.4.5. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges The Purchasers acknowledge that an investment in the Seller Shares and Company Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges The Purchasers acknowledge that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is The Purchasers are aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities purchased in a private placement subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Seller Shares and Company Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none of The Shares and the Conversion Shares have been to be purchased hereunder will not be registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will shall be issued characterized as “restricted securities” as defined by Rule 144 promulgated pursuant to under the Securities Act. None of the Shares federal securities laws, and under such laws such securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require without registration under the Securities 1933 Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing only in certain limited circumstances. Each certificate evidencing the Shares will and the Conversion Shares to be issued hereunder shall bear a legend in substantially the following legendform: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTEDTRANSFERRED, ASSIGNED, OFFERED, PLEDGED ASSIGNED OR OTHERWISE TRANSFERRED HYPOTHECATED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT OR THE ISSUER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE ISSUER, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND APPLICABLE STATE PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR ACT. The Investor acknowledges and agrees that, as “restricted securities,” the Shares and Conversion Shares to be purchased by it may not be transferred, hypothecated, sold or otherwise disposed of until (i) a registration statement with respect to such securities is declared effective under the 1933 Act, or (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOINGthe Company receives an opinion of counsel for the holder(s) of such Shares and/or Conversion Shares, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges reasonably satisfactory to counsel for the Company, that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such the registration requirements of the 1933 Act is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. 4.1 The Vendors acknowledge that any common shares in the capital of GlobalNetCare (ithe "Exchange Shares") Purchaser has been advised that none issued on exchange of the Shares Preferred Shares, pursuant to the terms and conditions set forth in the Preferred Shares, this Agreement and the Call Option Agreement, will have been registered such hold periods as are required under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold as a result may not be sold, transferred or otherwise disposed, except pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof statement under the United States Securities Act and applicable state securities laws unlessof 1933, as amended (the "1933 Act"), or pursuant to an exemption from, or in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and a transaction not as nominee or agent, for investment purposes only and not with a view subject to, or for sale in connection with, a distribution, as that term is used in Section 2(11) the registration requirements of the Securities Act, 1933 Act and in a manner which would require registration under the Securities Act or any each case only in accordance with applicable state securities laws. 4.2 The parties hereto acknowledge that each of the Vendors is resident in Quebec, and that GlobalNetCare has advised the Vendors that GlobalNetCare is relying on an exemption from the prospectus requirements of the Securities Act (iiiQuebec) Purchaser understands to issue the Exchange Shares and acknowledges the Special Voting Shares to each of the Vendors and, as a consequence, certain protections, rights and remedies provided by the Securities Act (Quebec), including statutory rights of rescission or damages, will not be available to the Vendors. 4.3 The Vendors acknowledge that GlobalNetCare is not a reporting issuer in any of the Provinces of Canada and therefore resale of any of the Exchange Shares or the Special Voting Shares by Vendors resident in Quebec is restricted except pursuant to an exemption from applicable securities legislation. 4.4 It is understood and agreed by the parties hereto that they will provide and execute all such representations and collateral agreements as are reasonably necessary to ensure that the issuance of the Exchange Shares or the Special Voting Shares complies with the requirements of all applicable securities legislation. 4.5 It is understood and agreed that the certificates representing evidencing the Exchange Shares and the Special Voting Shares will bear substantially the following legendlegends: “THIS LEGEND IS MANDATORY FOR REGULATION S OFFERINGS BY DOMESTIC ISSUERS "THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT BEEN REGISTERED A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"1933 ACT”"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR APPLICABLE ANY U.S. STATE LAWSECURITIES LAWS, AND NO INTEREST THEREIN AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DISTRIBUTEDDIRECTLY OR INDIRECTLY, ASSIGNEDIN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING SAID SECURITIES OR (ii) THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE SOLD PURSUANT AS DEFINED BY REGULATION S UNDER THE 1933 ACT. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT A HOLD PERIOD IN ALL PROVINCES IN CANADA AND MAY NOT BE TRADED IN ANY OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.”PROVINCES OF CANADA EXCEPT AS PERMITTED BY APPLICABLE SECURITIES LEGISLATION" (iv) 4.6 The Purchaser acknowledges and GlobalNetCare acknowledge that the Cor-Bit Shares and the Businessway Shares acquired pursuant to the terms of this Agreement will have such hold periods as are required under applicable securities laws and as a result may not be sold, transferred or otherwise disposed, except pursuant to an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered effective registration statement under the Securities 1933 Act or pursuant to an exemption from such from, or in a transaction not subject to, the registration is available. Purchaser is aware requirements of the provisions 1933 Act and in each case only in accordance with applicable state securities laws. 4.7 The Purchaser and GlobalNetCare acknowledge that neither of Rule 144 promulgated under the Securities Act, which permits limited resale Companies is a reporting issuer in any of restricted securities subject to the satisfaction Provinces of certain conditions Canada and that such Rule is not now available and, in the future, may not become available for therefore resale of any of the SharesCor-Bit Shares or the Businessway Shares is restricted except pursuant to an exemption from applicable securities legislation. 4.8 It is understood and agreed that the certificates evidencing the Cor-Bit Shares and the Businessway Shares will bear the following legends: "NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities ActIN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT."

Restricted Securities. (i) 4.4.1 Purchaser has been advised that none of the Shares Securities have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and/or Regulation S thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained hereinherein which are partially dependent on the information provided by Purchasers’ investors. Each Purchaser acknowledges that the Shares Securities will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares Securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) 4.4.2 Each Purchaser represents that such Purchaser is acquiring the Shares for such Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) 4.4.3 Each Purchaser understands and acknowledges that the certificates representing the Shares and Warrants and, if issued, the Warrant Shares, will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR SECURITIES, (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) 4.4.4 Each Purchaser acknowledges that an investment in the Shares and Warrants (and, if exercised, the Warrant Shares) is not liquid and is transferable only under limited conditions. Each Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the SharesSecurities. Each Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised The Parties acknowledge and agree that none the MCC Shares to be issued pursuant to this Clause 3 will not, at the time of the Shares have been issuance, be registered under the Securities Act Act, or under any other applicable state securities laws Laws, and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s in reliance upon Section 4(a)(2United States federal and state exemptions for transactions not involving any public offering. Each certificate representing MCC Shares covered by this Agreement (if such shares are certificated) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will shall be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee stamped or agent, for investment purposes only and not otherwise imprinted with a view to, or for sale legend in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legendform: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE ANY STATE LAW, AND NO INTEREST THEREIN SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. In the event that any of the MCC Shares to be issued pursuant to this Agreement (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently become registered under the Securities Act or an (ii) are eligible to be transferred without restriction in accordance with Rule 144 or another exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, Purchaser shall issue new certificates or other instruments representing such MCC Shares, which permits limited resale shall not contain the legend in this Clause 3.5 and shall instruct its transfer agent to make any necessary notations in the share register book of restricted securities subject Purchaser to reflect the satisfaction removal of certain conditions and that such Rule is not now available andlegend; provided such Seller surrenders to Purchaser the previously issued certificates or other instruments, if any, together, in the futurecase of clause (ii) of this paragraph, may not become available for resale with a customary representation letter or opinion of any of counsel regarding such person’s eligibility to sell under Rule 144 or such other exemption. Sellers acknowledge that MCC Shares shall be subject to additional restrictions as set forth in the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities ActInvestors’ Rights Agreement.

Restricted Securities. (i) Purchaser has been advised understands and agrees that none of the Shares have been registered Securities are characterized as "restricted securities" under the Securities Act or any other applicable federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable regulations such Securities may be resold without registration under the 1933 Act only in certain limited circumstances. In this connection, Purchaser represents that the Shares are being offered and sold pursuant to Section 4(a)(2) it is aware of the Securities Act and/or Rule 506 current provisions of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant under the 1933 Act which permit limited resale of securities purchased in a private placement subject to the Securities Act. None satisfaction of certain conditions, including, among other things, the Shares may be resold in existence of a public market for the absence securities, the availability of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to certain current public information about the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares resale occurring not less than one year after a party has purchased and paid for Purchaser’s own accountthe security to be sold, and not as nominee the sale being effected through a "broker's transaction" or agent, for investment purposes only and not in transactions directly with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) "market maker" and the number of the Securities Act, in a manner which would require registration under the Securities Act or shares being sold during any state securities laws. (iii) three month period not exceeding specified limitations. The Purchaser understands and acknowledges that the certificates representing Note, the Warrant and any Warrant Shares will or securities issued in respect of or exchange for the Note or Warrant Shares, may bear a legend substantially to the following legend: “effect (except that the Warrant Shares shall not bear such legend if a registration statement for such shares has been filed and declared effective for the Warrant Shares prior to their issuance): "THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, SECURITIES LAWS AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE THE REGISTRATION STATEMENT UNDER PROVISIONS OF THE SAID ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY HAVE BEEN COMPLIED WITH OR UNLESS COMPLIANCE WITH SUCH TRANSACTION INVOLVING SAID SECURITIES OR PROVISIONS IS NOT REQUIRED" The Securities may not be transferred by Purchaser unless either (i) they have been registered under the 1933 Act or (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares registration is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered required under the Securities 1933 Act or an exemption from for the transfer of such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities ActSecurities.

Restricted Securities. (ia) Purchaser has been advised Seller understands that none any shares of the Shares have been registered under the Securities Act or any other applicable securities laws and Orchids Common Stock that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated Seller acquires pursuant to the Securities Act. None terms of this Agreement or the transactions contemplated hereby will not be registered as of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration Closing under the Securities Act or any state securities Laws, by reason of a specific exemption from the registration provisions thereof which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller’s representations as expressed herein. Seller understands that any shares of Orchids Common Stock that Seller acquires pursuant to the terms of this Agreement or the transactions contemplated hereby will be “restricted securities” under applicable United States federal and state securities Laws and that, pursuant to these laws. (iii) Purchaser understands , Seller must hold indefinitely any shares of Orchids Common Stock that it acquires pursuant to the terms of this Agreement or the transactions contemplated hereby, unless sold pursuant to a registration statement that has been declared effective under the Securities Act or in compliance with Rule 144 promulgated thereunder, and subject to compliance with applicable state and foreign securities Laws, in each case, to the extent applicable. As a result, Seller acknowledges that the certificates representing evidencing Orchids Common Stock that Seller acquires pursuant to the Shares terms of this Agreement will bear substantially the following legendlegend or a similar legend reflecting the restrictions on the transfer of such securities contained in this Agreement: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE ANY STATE LAW, SECURITIES LAWS AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OF SUCH LAWS OR IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, QUALIFIED AS AN EXEMPT TRANSACTION UNDER THE ACT AND APPLICABLE STATE SECURITIES SUCH LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) AND THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSRULES AND REGULATIONS PROMULGATED THEREUNDER.” (ivb) Purchaser acknowledges Seller understands that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges no U.S. federal or state agency or any Governmental Authority has passed upon or made any recommendation or endorsement of any shares of Orchids Common Stock that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject Seller acquires pursuant to the satisfaction terms of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Actthis Agreement.

Restricted Securities. (ia) Purchaser has Each Member have been advised that none of the Shares Securities have been registered under the Securities Act or any other applicable securities laws and that the Shares Securities are being offered and sold pursuant to Section 4(a)(24(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the CompanyBuyer’s reliance upon Section 4(a)(24(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser the representations as of the Company and Members contained herein. Purchaser acknowledges Each of the Members acknowledge that the Shares Securities will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares Securities may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company’s counsel, an applicable exemption from registration is available. (iib) Purchaser represents The Members represent that Purchaser is they acquiring the Shares Securities for Purchaser’s their own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iiic) Purchaser understands The Members understand and acknowledges acknowledge that the certificates representing the Shares Securities, when issued, will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO IS NOT REQUIRED UNDER SUCH ACT OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACTS.” (ivd) Purchaser Each Member acknowledges that an investment in the Shares Securities is not liquid and is transferable only under limited conditions. Purchaser Each Member acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser Each Member is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities ActSecurities.

Restricted Securities. Such Standby Purchaser understands that the Standby Shares purchased by such Standby Purchaser will be deemed “restricted securities” as such term is defined in Rule 144 promulgated under the Securities Act (i) Purchaser has been advised that none of the “Rule 144”), and they may not be sold, assigned, conveyed, pledged, hypothecated or otherwise transferred by a holder thereof except pursuant to Rule 144, pursuant to an effective registration statement registering such Standby Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of in a transaction otherwise exempt from registration under the Securities Act and/or Rule 506 of Regulation D thereunderAct. Further, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Standby Purchaser acknowledges that the Shares will following legend (but no other legend) shall be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to placed on the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (iicertificate(s) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legendStandby Shares: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAWAND, AND NO INTEREST THEREIN ACCORDINGLY, MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (iI) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SUCH SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ARE ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN EXEMPTION FROM OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION REQUIREMENTSUNDER THE SECURITIES ACT OF 1933, AS AMENDED. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL SECURITIES MAY BE REQUIRED PLEDGED IN CONNECTION WITH ANY SUCH SALE A BONA FIDE MARGIN ACCOUNT OR TRANSFERSOTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and Sellers understand that the Shares IAO Common Stock are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued characterized as “restricted securities” as defined by Rule 144 promulgated pursuant to under the Securities Act. None of , inasmuch as they are being acquired from the Shares may be resold Company in the absence of an effective registration thereof a transaction not involving a public offering and that under the Securities Act and applicable state regulations thereunder such securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require may be resold without registration under the Securities Act or any state securities laws. (iii) Purchaser only in certain limited circumstances. In this connection, Sellers represents that he is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and acknowledges by the Securities Act. The Sellers also understand that the certificates representing evidencing the Shares IAO Common Stock will bear substantially the following legendlegend set forth below: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE LAW, SECURITIES LAWS AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS EXCEPT (iI) THERE IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES LAWS, OR (iiIII) UPON THE SECURITIES ARE SOLD PURSUANT DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN EXEMPTION FROM OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO AND/ OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSCOMPLIANCE IS NOT REQUIRED.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (ia) Purchaser has been advised that none Upon original issuance thereof, and until such time as the same is no longer required hereunder or under the applicable requirements of the Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unlessor blue sky laws, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) any certificate issued representing any of the Securities ActPreferred Shares or the Conversion Shares (including, without limitation, all certificates issued upon transfer or in a manner which would require registration under the Securities Act exchange thereof or any state securities laws. (iiiin substitution therefor) Purchaser understands and acknowledges that the certificates representing the Shares will shall bear substantially the following legend: “"THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE THE SECURITIES LAWS OF ANY STATE LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED DISPOSED OF UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES THEY ARE SO REGISTERED OR (ii) THE SECURITIES ARE SOLD PURSUANT TO UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSIS AVAILABLE.”" (ivb) The certificates representing the Preferred Shares or the Conversion Shares (including, without limitation, any certificate issued upon transfer or in exchange thereof or in substitution therefor) shall also bear any legend required under any applicable state securities or blue sky laws. (c) The Company may make a notation on its records or give instructions to any transfer agents or registrars for the Preferred Shares in order to implement the restrictions on transfer set forth in this Section 5.1. (d) Each of the Purchasers shall submit any and all certificates representing Equity beneficially owned by such Purchaser acknowledges or any of its Affiliates to the Company so that an investment the legend or legends required by this Section 5.1 may be placed thereon. (e) The Company shall not incur any liability for any delay in recognizing any transfer of Equity if the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges Company in good faith reasonably believes that such securities must transfer may have been or would be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware in violation in any material respect of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted applicable state securities subject to the satisfaction of certain conditions and that or blue sky laws, or this Agreement. (f) After such Rule is not now available and, in the future, may not become available for resale of time as any of the legends described by this Section 5.1 are no longer required on any certificate or certificates representing the Preferred Shares or the Conversion Shares. Purchaser is an “accredited investor” as defined in Rule 501 , upon the request of the Securities Actrespective Purchaser, the Company will cause such certificate or certificates to be exchanged for a certificate or certificates that do not bear such legend.

Restricted Securities. (i) Purchaser has been advised The Holder understands that none the Shares are being issued only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, the Shares have not been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunderlaw, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by within the meaning of Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory that (A) prior to the Company, an expiration of the holding period applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) to sales of restricted securities pursuant to Rule 144 under the Securities Act, the Shares may be offered, resold, pledged or otherwise transferred only in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction (i) (a) in a manner which would require transaction meeting the requirements of Rule 144 under the Securities Act, (b) outside the U.S. to a foreign purchaser in a transaction meeting the requirements of Regulation S, or (c) pursuant to a transaction that is otherwise exempt from the registration requirements of the Securities Act and state securities laws, (ii) to Bally or (iii) pursuant to an effective registration statement under the Securities Act or and (B) the Holder will notify any state securities laws. subsequent purchaser from it of the resale restrictions set forth in (iiiA) Purchaser understands and acknowledges above, if then applicable. The Holder agrees that the certificates representing the Shares will shall bear a restrictive legend in substantially the following legendform: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE WERE ACQUIRED IN A TRANSACTION THAT WAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAWUNDER THE SECURITIES LAWS OF ANY STATE, AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY OR AN APPLICABLE EXEMPTION THEREFROM TO THE REGISTRATION REQUIREMENTS OF SUCH TRANSACTION INVOLVING SAID SECURITIES ACT OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSLAWS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (ia) Purchaser has been advised Seller understands that none of the Leap Shares have been registered are characterized as "restricted securities" under the Securities Act or any other applicable securities laws of 1933 (as amended and that together with the Shares are being offered rules and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D regulations promulgated thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the "Securities Act. None of the Shares may be resold in the absence of an effective registration thereof ") and that, under the Securities Act and applicable state regulations thereunder, such securities laws unlessmay not be resold, pledged or otherwise transferred without registration under the Securities Act except in certain limited circumstances. Seller understands that (i) the Leap Shares are being offered in a transaction not involving any public offering in the opinion of counsel reasonably satisfactory to United States within the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) meaning of the Securities Act, and the Leap Shares have not yet been registered under the Act, and (ii) such Leap Shares may be offered, resold, pledged or otherwise transferred only in a manner which would require transaction registered under the Securities Act, or meeting the requirements of Rule 144, or in accordance with another exemption from the registration requirements of the Act (and based upon an opinion of counsel if Buyer so requests) and in accordance with any applicable securities laws of any State of the United States or any other applicable jurisdiction. (b) Seller understands that (i) the registrar or transfer agent for the Leap Shares will not be required to accept for registration of transfer any Leap Shares except upon presentation of evidence satisfactory to Buyer that the restrictions on transfer under the Securities Act or have been complied with and (ii) any state securities laws. (iii) Purchaser understands and acknowledges that Leap Shares in the form of definitive physical certificates representing the Shares will bear a legend substantially the following legendas set forth below: “"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED HEREBY WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECT▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇URITIES ACT OF 1933 (THE "SECURITIES ACT") AND APPLICABLE STATE SECURITIES LAWS, AND THE SECURITIES ACT EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF 1933, AS AMENDED SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THE SECURITIES EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE CORPORATION THAT (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN A) SUCH SECURITIES MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFEREDRESOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS TRANSFERRED, EXCEPT (i1) THERE IS IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, OR IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE CORPORATION SO REQUESTS), (2) TO THE CORPORATION, OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE STATE SECURITIES LAWS COVERING OF ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT STATE OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.UNITED

Restricted Securities. (i) Purchaser has been advised Such Investor understands that none neither the shares of Series E Preferred Stock to be issued hereunder nor the shares of Technest Common Stock issuable upon conversion of the Shares shares of Series E Preferred being issued to such Investor hereunder (“Technest Conversion Shares”) have been registered under the Securities Act Act, or any other applicable state securities laws and that law, by reason of their issuance in a transaction exempt from the Shares are being offered and sold pursuant to Section 4(a)(2) registration requirements of the Securities Act and/or Rule 506 of Regulation D thereunderand such laws, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will shares must be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof held indefinitely unless they are subsequently registered under the Securities Act and such laws or a subsequent disposition thereof is exempt from registration. The certificates for the shares of Series E Preferred Stock to be issued hereunder and the Technest Conversion Shares shall bear a legend in substantially the form set forth below as well as any other legends required by applicable state securities laws unlesslaw, and such Investor covenants that such Investor shall not transfer shares of Series E Preferred Stock or any Technest Conversion Shares represented by any such certificate without complying with the restrictions on transfer described in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legendlegends endorsed on such certificate: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE LAW, AND NO INTEREST THEREIN SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (iA) THERE IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (iiB) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTSOR QUALIFICATION REQUIREMENTS ARE AVAILABLE. NOTWITHSTANDING THE FOREGOINGAS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED IN CONNECTION WITH ANY FOR SUCH SALE OR TRANSFERSTRANSFER.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (ia) Purchaser has been advised Sellers acknowledge and agree that none the Parent Securities are “restricted securities” with the meaning of the Shares have been registered Securities Act, and the rules and regulations thereunder, and that, under the Securities Act and applicable regulations thereunder, such Parent Securities may not be resold, pledged or any other applicable securities laws and otherwise transferred without registration under the Securities Act except in certain limited circumstances. Sellers acknowledge that (i) the Shares Parent Securities are being offered and sold pursuant to in a transaction exempt from registration under Section 4(a)(2) 5 of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unlesslaws, (ii) such Parent Securities may not be offered, resold, pledged or otherwise transferred except (A) in a transaction meeting the requirements of Rule 144 under the Securities Act, or in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel reasonably satisfactory if Parent so requests), (B) to the Company, Parent or (C) pursuant to an applicable exemption from effective registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of statement under the Securities Act, in a manner which would require each case in accordance with the applicable securities laws of any state of the United States or any other applicable jurisdiction and (iii) Sellers will be required to notify any subsequent purchaser from such Sellers of the resale restrictions set forth in this Section 3.29. (b) Sellers acknowledge and agree that (i) any registrar or transfer agent for the Parent Securities will not be required to accept for registration of transfer any Parent Securities except upon presentation of evidence reasonably satisfactory to Parent that the restrictions on transfer under the Securities Act or have been satisfied and (ii) any state securities laws. (iii) Purchaser understands and acknowledges that Parent Securities in the form of definitive physical certificates representing the Shares will bear a legend substantially in the following legendform set forth below: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED HEREBY WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE S▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES ACT”), OR ) AND APPLICABLE STATE LAWSECURITIES LAWS, AND NO INTEREST THEREIN THE SECURITIES EVIDENCED HEREBY MAY NOT BE SOLDOFFERED, DISTRIBUTED, ASSIGNED, OFFEREDSOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THE SECURITIES EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITIES MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS TRANSFERRED, EXCEPT (i1) THERE IS IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, OR IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE STATE SECURITIES LAWS COVERING OF ANY SUCH TRANSACTION INVOLVING SAID SECURITIES STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (iiB) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOINGHOLDER WILL, NO NOTICE TO OR CONSENT AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE COMPANY SHALL BE REQUIRED SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS(A) ABOVE.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and The Investor understands that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued characterized as “restricted securities” under the federal securities laws, inasmuch as defined by Rule 144 promulgated pursuant to they are being acquired from the Securities Act. None of Company in a transaction not involving a public offering and that, under such laws and applicable regulations, the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require without registration under the Securities Act or any state securities laws. (iii) Purchaser understands and only in certain limited circumstances. The Investor acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware Pursuant to the Signature Plan, certificates evidencing shares of stock and warrants received by (i) holders of securities issued in reliance upon the exemption set forth in section 4(2) of the provisions Securities Act, (ii) holders of Rule 144 promulgated five percent or more of the outstanding common stock or (iii) by holders that request legended certificates and who certify that they may be deemed to be underwriters within the meaning of section 1145 of the Bankruptcy Code, will bear a legend substantially in the form below: THE SECURITIES EVIDENCED BY THIS CERTIFICATE AND, IF APPLICABLE, THE COMMON STOCK UNDERLYING SUCH SECURITIES, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES. LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED. Any person that would receive legended securities as provided above may instead receive certificates evidencing securities without such legend if, prior to the Effective Date, such person or entity delivers to the Debtor (a) an opinion of counsel reasonably satisfactory to the Debtor to the effect that the shares to be received by such person or entity (or the common stock underlying such shares) may be sold without registration under the Securities Act and (b) a certification that such person or entity is not an “underwriter” within the meaning of section 1145 of the Bankruptcy Code. Any holder of a certificate evidencing shares of the Reorganized Debtor bearing such legend may present such certificate to the transfer agent for exchange for one or more new certificates not bearing such legend or for transfer to a new holder without such legend at such times as (a) such shares are sold pursuant to an effective registration statement under the Securities Act or (b) such holder delivers to the Reorganized Debtor an opinion of counsel reasonably satisfactory to the Reorganized Debtor to the effect that such shares are no longer subject to the restrictions pursuant to an exemption under the Securities Act and such shares may be sold without registration under the Securities Act, in which permits limited resale of restricted securities subject event the certificate issued to the satisfaction of certain conditions and that transferee will not bear such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Actlegend.

Restricted Securities. (i) Purchaser Capital Vario has been advised that none of the Company Shares have not been registered under the Securities Act or any other applicable securities laws laws, and that the Shares are being offered and sold to Capital Vario pursuant to exemptions from registration with the SEC under the Securities Act contained in Regulation S of the SEC and Section 4(a)(2) of the Securities Act and/or Act, and SEC Rule 506 of Regulation D 506(b) promulgated thereunder, and that the Company’s reliance upon Regulation S, Section 4(a)(2) and/or and Rule 506 of Regulation D 506(b) is predicated in part on such Purchaser Capital Vario’s representations as contained herein. Purchaser , including, but not limited to: (a) Capital Vario is an “accredited investor” as defined under SEC Rule 501 under the Securities Act and a “Non-U.S. Person” as defined in SEC Regulation S. (b) Capital Vario acknowledges that the Shares have not been registered under the Securities Act or the securities laws of any state of the United States and are being offered, and will be sold, pursuant to applicable exemptions from such registration for nonpublic offerings and will be issued as “restricted securities” as defined by SEC Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (iic) Purchaser represents that Purchaser Capital Vario is acquiring the Shares for Purchaser’s its own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any United States state securities laws. (iiid) Purchaser Capital Vario understands and acknowledges that the certificates representing the Shares will be represented by one (1) stock certificate that will bear substantially the following legendlegend or a reasonable facsimile thereof: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR APPLICABLE STATE LAW, THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OF 1933 AND/OR (ii) THE SECURITIES ARE SOLD PURSUANT ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO AN EXEMPTION FROM THE CORPORATION THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO IS NOT REQUIRED UNDER SUCH ACT OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACTS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser Payee understands that the shares of Common Stock to be received in the Exchange are characterized as “restricted securities” under the federal securities laws inasmuch as they will be acquired in a transaction not involving a public offering, and that under such laws and applicable regulations such securities may be resold without registration under the federal securities laws only in certain limited circumstances. Payee acknowledges that the Common Stock issuable hereunder has been advised that none of the Shares have not been registered under the Securities Act of 1933 (the “Act”) on the grounds that offer and sale hereof and thereof are exempt from registration by reason of Section 4(2) of the Act, Regulation D thereunder and have not been registered under any state laws, based in part upon Payee’s representations in this Agreement. The certificates for the shares of Common Stock shall be subject to a legend or any other applicable legends restricting transfer under the federal securities laws and that the Shares are being offered and sold pursuant referring to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunderrestrictions on transfer herein, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations legend to be substantially as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legendfollows: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE LAWSECURITIES LAWS, BUT HAVE BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE ACT, AND NO INTEREST THEREIN UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, DISTRIBUTEDPLEDGED, ASSIGNED, OFFERED, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS (i) THERE ASSIGNED EXCEPT IN A TRANSACTION WHICH IS AN EFFECTIVE REGISTRATION STATEMENT EXEMPT UNDER THE PROVISIONS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH EFFECTIVE REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSSTATEMENT.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none Each of the Shares have been CSFB Entities agrees that, at the time of issuance, the shares of Series B Preferred to be issued hereunder and the shares of Common Stock issuable upon conversion thereof will not be registered under the Securities Act or qualified under any other applicable state securities laws and laws. Such securities are being issued on the basis that the Shares Exchange and the issuance by the Company of such securities under this Agreement are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective exempt from registration thereof under the Securities Act and from applicable state securities laws unlesslaws. The CSFB Entities agree that the reliance by the Company on certain of the applicable exemptions is predicated, in part, on the opinion CSFB Entities’ representations and warranties and other agreements set forth in this Agreement. The CSFB Entities acknowledge and agree that each certificate representing shares of counsel reasonably satisfactory to Series B Preferred issued in the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee Exchange or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) shares of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will Common Stock issuable upon conversion of Series B Preferred shall bear substantially the following legendlegend and that each certificate for shares of Series B Preferred shall bear any additional restrictive legends required by the certificate of designation for the Series B Preferred: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE LAW, SECURITIES LAW AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OR SUCH APPLICABLE STATE SECURITIES LAWS, OR (ii) IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER, REGISTRATION UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE IS NOT REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSTRANSFER.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser Each Stockholder acknowledges that the Liquitek Shares being issued to the Stockholder and the Liquitek Warrants being issued to the Stockholder hereunder will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective LIQUITEK without registration thereof or qualification or other filings being made under the Securities Act and applicable state Act, or the securities or "blue sky" laws unlessof any state, in reliance upon specific exemptions therefrom, and in furtherance thereof the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser Stockholder represents that Purchaser he, she, or it is acquiring and will hold the Shares securities to be delivered hereunder for Purchaser’s his or her own account, for investment only, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) distribution within the meaning of the Securities Act, in a manner which would require registration under the Securities Act or any state United States federal securities laws. (iii) Purchaser understands and . Each Stockholder acknowledges that the certificates representing the Shares will bear a legend, substantially in the following legendform, shall be placed upon the face of each certificate representing any of Liquitek Shares or the Liquitek Warrants being delivered to the Stockholder hereunder: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WERE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR APPLICABLE STATE LAWARE RESTRICTED SECURITIES, AND NO OFFER, SALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR THE SECURITIES REPRESENTED HEREBY, OR OF ANY INTEREST THEREIN MAY HEREIN, CAN BE SOLDMADE WITHOUT SUCH REGISTRATION UNLESS, DISTRIBUTEDIN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE EXEMPTION FROM REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSIS AVAILABLE.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and Taicom understands that the Shares IAO Common Stock are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued characterized as “restricted securities” as defined by Rule 144 promulgated pursuant to under the Securities Act. None of , in as much as they are being acquired from the Shares may be resold Company in the absence of an effective registration thereof a transaction not involving a public offering and that under the Securities Act and applicable state regulations there under such securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require may be resold without registration under the Securities Act or any state securities laws. (iii) Purchaser only in certain limited circumstances. In this connection, Taicom represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and acknowledges by the Securities Act. Taicom also understands that the certificates representing evidencing the Shares IAO Common Stock will bear substantially the following legendlegend set forth below: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE LAW, SECURITIES LAWS AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED SOLD OR OTHERWISE TRANSFERRED UNLESS EXCEPT (iI) THERE IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES LAWS, OR (iiIII) UPON THE SECURITIES ARE SOLD PURSUANT DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN EXEMPTION FROM OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO AND/ OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSCOMPLIANCE IS NOT REQUIRED.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) Purchaser has been advised that none of Each certificate representing Company Shares issued to the Shares have been registered under Sellers and ESAPI shall be endorsed with the Securities Act or following legends, in addition to any other legend required placed thereon by applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee federal or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE ARE BEING OFFERED TO INVESTORS WHO ARE NOT BEEN REGISTERED U.S. PERSONS ( AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.” “TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTION MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED CONDUCTED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) IN COMPLIANCE WITH THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOINGACT.” Each of the Sellers and ESAPI understands that the Company Shares may not be sold, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered transferred, or otherwise disposed of without registration under the Securities Act or an exemption there from, and that in the absence of an effective registration statement covering the Company Shares or any available exemption from such registration is availableunder the Act, the Company Shares must be held indefinitely. Purchaser Each of the Sellers and ESAPI is aware of that the provisions of Company Shares may not be sold pursuant to Rule 144 promulgated under the Securities Act, which permits limited resale Act unless all of restricted securities subject the conditions of that Rule are met. Among the conditions for use of Rule 144 may be the availability of current information to the satisfaction of certain conditions and that such Rule is not now available and, in public about the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities ActCompany.

Restricted Securities. (i) Purchaser has been advised that none Each Holder agrees that, at the time of issuance, the Shares have been shares of Capital Stock to be issued, and underlying Capital Stock to be issued, to the Noteholders, and the Series A Warrants, the New Junior Secured Notes and the shares of Capital Stock underlying the Series A Warrants to be issued to the Senior Lenders, hereunder will not be registered under the Securities Act or qualified under any other applicable state securities laws and laws. Such securities are being issued on the basis that the Shares Notes Exchange and the Loan Exchange and the issuance by the Company of such securities to such Holders under this Agreement are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective exempt from registration thereof under the Securities Act and from applicable state securities laws unlesslaws. Each Holder agrees that the reliance by the Company on such exemptions is predicated, in part, on such Holder's representations and warranties and other agreements set forth in this Agreement. Each Holder acknowledges and agrees that each certificate representing shares of Capital Stock, Series A Warrants or New Junior Notes issued or underlying shares of Capital Stock or Series A Warrants issued in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will Transactions shall bear substantially the following legendlegend and that each certificate for shares of Series B Preferred Stock or Series A Warrant shall bear any additional restrictive legends required by the certificate of designation for the Series B Preferred Stock or the Warrant Agreement, as applicable: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR ANY APPLICABLE STATE LAW, SECURITIES LAW AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OR SUCH APPLICABLE STATE SECURITIES LAWS, OR (ii) IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER, REGISTRATION UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE IS NOT REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSTRANSFER.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. The Registered Holder acknowledges and understands that --------------------- the Warrant and Warrant Shares constitute restricted securities under the Act and must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available. Transfers, etc. --------------- This Warrant may be assigned by the Registered Holder to an "accredited investor," as defined in Rule 501(a) of the Act, upon the execution and delivery to the Company of the assignment form annexed hereto, subject to any restrictions imposed by applicable securities laws. The Warrant Shares shall not be sold or transferred unless either (i) Purchaser has been advised that none of the Shares they first shall have been registered under the Securities Act Act, or any other applicable securities laws and that (ii) the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of Company first shall have been furnished with an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is an applicable exemption from registration entity to a wholly owned subsidiary of such entity, a transfer by a Registered Holder which is available. a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the -------- transferee in each case agrees in writing to be subject to the terms of this Section 5, or (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not a transfer made in accordance with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration Rule 144 under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates Act. Each certificate representing the Warrant Shares will shall bear a legend substantially in the following legendform: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT OR AN OPINION OF COUNSEL TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (iiACT. The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is availableAct. Purchaser is aware The Company will maintain a register containing the name and address of the provisions Registered Holder of Rule 144 promulgated under this Warrant. The Registered Holder may change its address as shown on the Securities Act, which permits limited resale of restricted securities subject warrant register by written notice to the satisfaction of certain conditions and that Company requesting such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Actchange.

Restricted Securities. Investor hereby represents, acknowledges and warrants its representation of, understanding of and confirmation of the following: ● Investor realizes that, unless subject to an effective registration statement, the Subscription Shares and Sponsor Shares cannot readily be sold as they will be restricted securities and therefore the Sponsor Shares must not be accepted unless Investor has liquid assets sufficient to assure that Investor can provide for current needs and possible personal contingencies; ● Investor understands that, because SPAC is a former “shell company” as contemplated under paragraph (i) Purchaser has been advised that none of Rule 144, regardless of the Shares have been registered under the Securities Act or any other applicable securities laws and amount of time that the Investor holds the Subscription Shares are being offered and sold pursuant to Section 4(a)(2) Sponsor Shares, sales of the Securities Act and/or Rule 506 of Regulation D thereunder, Subscription Shares and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Sponsor Shares will may only be issued as “restricted securities” as defined by made under Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to upon the satisfaction of certain conditions conditions, including that SPAC is no longer a ‘shell company’ and that such SPAC has not been a ‘shell company’ for at least the last 12 months—i.e., that no sales of Subscription Shares and Sponsor Shares can be made pursuant to Rule 144 until at least 12 months after the De-SPAC; and SPAC has filed with the United States Securities and Exchange Commission (the “SEC”), during the 12 months preceding the sale, all quarterly and annual reports required under the Securities Exchange Act of 1934, as amended; ● Investor confirms and represents that it is not now available andable (i) to bear the economic risk of the Subscription Shares and Sponsor Shares, (ii) to hold the Subscription Shares and Sponsor Shares for an indefinite period of time, and (iii) to afford a complete loss of the Subscription Shares and Sponsor Shares; and ● Investor understands and agrees that a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Subscription Shares and Sponsor Shares in substantially the following form: The SPAC (or the surviving entity following the De-SPAC Closing) shall take all steps necessary in order to remove the legend referenced in the future, may not become available for resale preceding paragraph from the Subscription Shares and Sponsor Shares immediately following the earlier of (a) the effectiveness of a registration statement applicable to the Subscription Shares and Sponsor Shares or (b) any of other applicable exception to the Shares. Purchaser is an “accredited investor” as defined restrictions described in Rule 501 of the Securities Actlegend occurs.

Restricted Securities. (ia) Purchaser has been advised that none Seller is an “Accredited Investor” as defined in Regulation D promulgated under the Securities Act. All of the information provided by Seller in response to the Accredited Investor Questionnaire provided by the Company (the “Questionnaire”) is true and correct. (b) The INIS Shares have been registered under are being acquired for Seller’s own account for investment, with no intention of distributing or selling any portion of the INIS Shares within the meaning of the Securities Act and will not be transferred by Seller in violation of the Securities Act or any other the then applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to rules or regulations under the Securities Act. None No one other than Seller has any interest in or any right to acquire the INIS Shares subject to this Agreement. Seller understands and acknowledges that Buyer will have no obligation to recognize the ownership, beneficial or otherwise, of the INIS Shares may be resold subject to this Agreement by anyone but Seller. (c) Seller’s financial condition is such that Seller is able to bear the risk of holding the INIS Shares for an indefinite period of time and the risk of loss of Seller’s entire investment in Buyer. (d) Seller has performed its own due diligence investigation with respect to the acquisition of the INIS Shares to the extent Seller deemed necessary or desirable. In connection with such investigation, to Seller’s knowledge, Buyer has provided Seller with such assistance as it has requested, and has made available all additional information that Seller has requested in connection with the INIS Shares and the transactions contemplated hereby. Seller has been afforded an opportunity to ask questions of and receive answers from Buyer concerning the terms and conditions of this Agreement and the acquisition of the INIS Shares, and the opportunity to obtain any additional information (to the extent Buyer has such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of information otherwise furnished by Buyer. (e) Seller has received, has read, understands and is familiar with this Agreement. No representations or warranties have been made to Seller by Buyer or any shareholder, officer, director, employee, agent or representative of Buyer, other than as set forth in this Agreement. (f) Seller is a sophisticated investor with extensive experience in making investments in securities similar to the INIS Shares. Seller acknowledges that the investment in the absence INIS Shares is speculative and involves a high degree of risk of loss of the entire investment in Buyer. Seller has such knowledge and experience in financial and business matters that Seller is capable of evaluating the merits and risks of acquisition of the INIS Shares and of making an effective registration thereof under informed investment decision with respect thereto. (g) Seller’s rights to transfer the INIS Shares are restricted by the Securities Act Act, and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory laws. The INIS Shares have not been registered pursuant to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities lawsact in reliance on an exemption for private offerings. (iiih) Purchaser Seller understands and acknowledges that the certificates representing INIS Shares may bear any one or more of the Shares will bear substantially following legends: (a) any legend required by the securities laws of any state to the extent such laws are applicable to the INIS Common Stock represented by the certificate so legended; and (b) the following legend: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR APPLICABLE STATE LAWIN CONNECTION WITH, AND THE SALE OR DISTRIBUTION THEREOF. NO INTEREST THEREIN TRANSFER MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOINGOF 1933, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSAS AMENDED.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (i) The Purchaser has been advised understands that none of the Shares have been registered are restricted securities under the Securities Act or any other applicable securities laws insofar as they are being acquired from the Seller and, indirectly from BDE, the issuer, in a transaction not involving a public offering and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring regulations promulgated thereunder the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require may be resold without registration under the Securities Act or any state securities laws. (iii) only in certain limited circumstances. The Purchaser is familiar with Rule 144 promulgated by the Securities and Exchange Commission, as presently in effect, and understands the resale limitations imposed thereby and acknowledges that by the certificates Securities Act. The certificate representing the Shares will may bear a legend in substantially the following legendform: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE STATE LAW, SECURITIES LAWS AND NO HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST THEREIN OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, DISTRIBUTED, ASSIGNED, OFFEREDTRANSFERRED, PLEDGED PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSREGISTRATION.” (iv) Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.

Restricted Securities. (ia) Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be The AVANT Common Stock issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence Merger (collectively, the "Restricted Securities") shall not be sold, transferred, assigned, pledged, encumbered or otherwise disposed of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection witheach, a distribution"Transfer") except upon the conditions specified in this Section 7.8, as that term is used in Section 2(11) which conditions are intended to insure compliance with the provisions of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (iiib) Purchaser understands Each certificate representing Restricted Securities issued to a holder of such certificate and acknowledges that each certificate for such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the certificates representing the Shares will bear provisions of Sections 7.8 (c) and (d) hereof) be stamped or otherwise imprinted with a legend in substantially the following legendform: “"THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE LAW, AND NO INTEREST THEREIN SECURITIES OR "BLUE SKY" LAWS. THESE SECURITIES MAY NOT BE SOLD, DISTRIBUTEDTRANSFERRED, ASSIGNED, OFFEREDPLEDGED, PLEDGED ENCUMBERED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSTHEREFROM.”" (ivc) Purchaser acknowledges Prior to any Transfer of Restricted Securities, the holder thereof shall give written notice to AVANT of such holder's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 7.8. Each such notice shall describe the manner and circumstances of the proposed Transfer and shall be accompanied by the written opinion, addressed to AVANT, of counsel for the holder of such Restricted Securities, stating that an investment in the Shares is opinion of such counsel (which opinion shall be reasonably satisfactory to AVANT) such proposed transfer does not liquid and is transferable only under limited conditions. Purchaser acknowledges that involve a transaction requiring registration or qualification of such securities must be held indefinitely unless they are subsequently registered Restricted Securities under the Securities Act or an exemption from such registration is available. Purchaser is aware the securities or "blue sky" laws of any relevant state of the United States. The holder thereof shall thereupon, with the written consent of AVANT, be entitled to Transfer such Restricted Securities in accordance with the terms of the notice delivered by it to AVANT. Each certificate or other instrument evidencing the securities issued upon the Transfer of any such Restricted Securities (and each certificate or other instrument evidencing any untransferred balance of such Restricted Securities) shall bear the legend set forth in Section 7.8(b) unless (x) in the opinion of counsel of AVANT registration of any future Transfer is not required by the applicable provisions of the Securities Act or (y) AVANT shall have waived the requirement of such legends. No holder shall Transfer any Restricted Securities until such opinion of counsel has been given (unless waived by AVANT). (d) Notwithstanding the foregoing provisions of this Section 7.8, the restrictions imposed by this Section 7.8 upon the transferability of Restricted Securities shall not apply during any period when (i) any such shares are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act or as otherwise contemplated by Section 7.8(c) and, pursuant to Section 7.8(c), the securities so transferred are not required to bear the legend set forth in Section 7.8(c) or (ii) the holder of such Restricted Securities has met the requirements for Transfer of such Restricted Securities pursuant to subparagraph (k) of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act. Whenever the restrictions imposed by this Section 7.8 shall terminate, as herein provided, the holder of Restricted Securities as to which such restrictions have terminated shall be entitled to receive from AVANT, without expense, a new certificate not bearing the restrictive legend set forth in Section 7.8(b) and not containing any other reference to the restrictions imposed by this Section 7.8. (e) AVANT, at its discretion, may cause stop transfer orders to be placed with its transfer agent with respect to certificates for Restricted Securities owned by a holder but not as to certificates for such shares of AVANT Common Stock as to which the legend set forth in paragraph (b) of this Section 7.8 is no longer required because one or more of the conditions set forth in Section 7.8(d) shall have been satisfied.

Restricted Securities. Investor understands that the Units, Preferred Shares, the Conversion Shares, Warrants and Warrant Shares (icollectively, the “Securities”) Purchaser has been advised that none of the Shares are each “restricted securities” and have not been registered under the Securities Act or qualified under any other applicable state securities laws and law by reason of their issuance in a transaction that does not require registration or qualification (based in part on the Shares are being offered and sold pursuant to Section 4(a)(2) accuracy of the Securities Act and/or Rule 506 representations and warranties of Regulation D thereunderthe Investor contained herein), and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D such securities must be held indefinitely unless a subsequent disposition is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration registered under the Securities Act or any applicable state securities laws or is exempt from such registration. The Investor hereby agrees that the Company may insert the following or similar legend on the face of the certificates evidencing the Units, Preferred Shares, Conversion Shares, Warrants and Warrant Shares, if required in compliance with federal and state securities laws. (iii) Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend: “THE THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN ) NOR UNDER THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, DISTRIBUTEDOFFERED FOR SALE, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERSACT.” (iv) Purchaser ” The Investor understands and acknowledges that an investment in the U.S. Securities and Exchange Commission (the “Commission”) currently takes the position that coverage of short sales of shares of the Preferred Shares, Conversion Shares or Warrant Shares “against the box” prior to the effective date of a registration statement registering the re-sale of the Preferred Shares, Conversion Shares or Warrant Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware a violation of the provisions Section 5 of Rule 144 promulgated under the Securities Act, which permits limited resale as set forth in Item 65, Section 5 under Section A, of restricted securities subject the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Accordingly, without limiting the restrictions set forth herein, the Investor agrees not to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of use any of the Preferred Shares. Purchaser is an “accredited investor” as defined in Rule 501 , Conversion Shares or Warrant Shares to cover any short sales made prior to the effective date of the Securities Actsuch registration statement.

Restricted Securities. (ia) Purchaser has been advised that none of This Warrant and the Warrant Shares issuable hereunder (the "Restricted Securities") have not been registered under the Securities Act or any other applicable securities laws Blue Sky Laws and that the Shares are being offered and sold shall not be transferred, sold, pledged, assigned or otherwise disposed of except pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration statement under the Securities Act or any state securities laws. pursuant to a transaction that is exempt from the registration requirements of the Securities Act and in accordance with paragraph (iiib) Purchaser understands and acknowledges that the certificates below. Certificates representing the Warrant Shares will shall bear substantially the following legend: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR ANY APPLICABLE STATE LAWSECURITIES LAWS ("BLUE SKY LAWS") AND MAY NOT BE TRANSFERRED, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTEDPLEDGED, ASSIGNED, OFFERED, PLEDGED ASSIGNED OR OTHERWISE TRANSFERRED UNLESS DISPOSED OF (iA "TRANSFER") THERE IS IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION OPINION FROM COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT REQUIREMENTS OF THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH SECURITIES ACT AND ANY SUCH SALE OR TRANSFERS.”APPLICABLE BLUE SKY LAWS (ivb) Purchaser acknowledges that Prior to any Transfer, or attempted Transfer of Restricted Securities, other than a Transfer or attempted Transfer pursuant to (x) a transaction covered by an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered effective registration statement under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of (y) Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject the Holder thereof shall give ten (10) Business Days prior written notice (a "Transfer Notice") to the satisfaction Corporation of certain such Holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, accompanied by an acknowledgment of the transferee of the terms and conditions hereof, and provide to the Corporation a written opinion of counsel reasonably satisfactory to the Corporation and addressed to the Corporation to the effect that the proposed Transfer of the Restricted Securities may be effected without registration under the Securities Act and applicable Blue Sky Laws. After receipt of the Transfer Notice and such Rule opinion of counsel, the Corporation shall, within five (5) Business Days thereof, notify the Holder of the Restricted Securities in writing as to whether the Holder is not now available in compliance with the transfer provisions hereof and, if the Corporation finds such compliance, such Holder shall thereupon be entitled to Transfer the Restricted Securities, in accordance with the future, may terms of the Transfer Notice. The Holder of the Restricted Securities giving the Transfer Notice shall not become available for resale of be entitled to transfer any of the Shares. Purchaser is an “accredited investor” as defined Restricted Securities until receipt of notice from the Corporation under this Section 4(b); provided, however, that the Corporation shall be deemed to have delivered notice to the Holder approving any Transfer described in Rule 501 of a Transfer Notice to which the Securities ActCorporation has not otherwise responded within the five (5) Business Day period described above.

Restricted Securities. (i) Purchaser has been advised that none The shares of Series B Preferred Stock issued upon the Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares Conversion are being offered and sold issued pursuant to Section 4(a)(2) an exemption from the prospectus delivery and registration requirements of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None Each Preferred Holder acknowledges and agrees, as of the Shares may be resold in date hereof and the absence Conversion Date, that: (a) the shares of an effective registration thereof Preferred Stock held by such Preferred Holder are restricted securities within the meaning of Rule 144 promulgated under the Securities Act and applicable state that the shares of Series B Preferred Stock issued upon the Conversion are also restricted securities laws unlesswithin the meaning of Rule 144 promulgated under the Securities Act; and (b) the shares of Series B Preferred Stock issued upon the Conversion may not be sold, transferred or otherwise disposed of, except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available. (ii) Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and a transaction not as nominee or agent, for investment purposes only and not with a view subject to, or for sale in connection with, a distribution, as that term is used in Section 2(11) the registration requirements of the Securities Act, and in a manner which would require registration under the Securities Act or any state each case only in accordance with all applicable securities laws. (iii) Purchaser understands and acknowledges that . Accordingly, the certificates representing the Shares will shares of Series B Preferred Stock issued upon the Conversion pursuant to this Agreement shall bear any legend that is required by the “blue sky” laws of any state and a restrictive legend in substantially the following legend: “form (and a stop-transfer order may be placed against transfer of such stock certificates): NEITHER THE ISSUANCE AND SALE OF THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAWSECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS ASSIGNED (iI) THERE IS IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT, OR (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER AND REASONABLY ACCEPTABLE TO THE ISSUER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT AND OR APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES LAWS, OR (iiII) THE SECURITIES ARE UNLESS SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTSRULE 144 OR RULE 144A UNDER THE ACT. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF THE COMPANY SHALL SECURITIES MAY BE REQUIRED PLEDGED IN CONNECTION WITH ANY A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. GLOBAL EMPLOYMENT HOLDINGS, INC. IS AUTHORIZED TO ISSUE SHARES OF MORE THAN ONE CLASS OF CAPITAL STOCK. PURSUANT TO THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE, GLOBAL EMPLOYMENT HOLDINGS, INC. WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A FULL STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH SALE PREFERENCES AND/OR TRANSFERS.” (iv) Purchaser RIGHTS. Furthermore, each Preferred Holder acknowledges and agrees that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must shares of Series B Preferred Stock received upon the Conversion shall be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions restrictions set forth in the Shareholders’ Agreement, and that such Rule is not now available andthe certificate representing the shares of Series B Preferred Stock issued upon the Conversion pursuant to this Agreement shall bear a restrictive legend in substantially the following form: THE VOTING, in the futureSALE, may not become available for resale of any of the SharesTRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS’ AGREEMENT, DATED AS OF SEPTEMBER 30, 2009, AMONG GLOBAL EMPLOYMENT HOLDINGS, INC. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities ActAND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK (AS THE SAME MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME), A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF GLOBAL EMPLOYMENT HOLDINGS, INC.