Common use of Securities Laws Matters Clause in Contracts

Securities Laws Matters. (a) Neither the Company nor the Trust, nor any of their "Affiliates" (as defined in Rule 501(b) of Regulation D under the Securities Act ("Regulation D")), nor any person acting on any of their behalf (except for the Introducing Agent, as to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect to the Securities. (c) The Securities (i) are not and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("Rule 144A(d)(3)"). (d) Neither the Company nor the Trust is, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will be, an "investment company" or an entity "controlled" by an "investment company," in each case within the meaning of Section 3(a) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with the Purchaser.

Securities Laws Matters. (ai) Neither The Contributor acknowledges that (A) Summit Hotel Properties, Inc., a Maryland corporation (the Company nor “REIT”) and the TrustAcquirer intend the offer and issuance of any Units to be exempt from registration under the Securities Act, nor any and applicable state securities laws by virtue of their "Affiliates" (as defined in the status of the Contributor being an “accredited investor” within the meaning of Rule 501(b501(a) of Regulation D under the Securities Act ("“Regulation D"))”) and acquiring the Units in a transaction exempt from registration pursuant to Rule 506 of Regulation D, nor and (B) in issuing Units pursuant to the terms of this Agreement, the REIT and the Acquirer are relying on the representations made by the Contributor. (ii) In acquiring the Units and engaging in this transaction, the Contributor is not relying upon any person acting on representations made to it by the Acquirer, or any of their behalf (except for the Introducing Agentits partners, officers, employees, or agents as to which neither tax matters or otherwise that are not contained herein. The Contributor is aware of the Company nor risks involved in investing in the Trust make any representationUnits. The Contributor has had an opportunity to ask questions of, and to receive answers from, the Acquirer and the REIT or a person or persons authorized to act on their behalf, concerning the terms and conditions of this investment and the financial condition, affairs, and business of the Acquirer and the REIT. The Contributor confirms that all documents, records, and information pertaining to the Units that have been requested by the Contributor, including a complete copy of the form of the Acquirer’s Partnership Agreement, have been made available or delivered to them prior to the date hereof. The Contributor represents and warrants that the Contributor has reviewed and approved the form of the Acquirer’s Partnership Agreement attached hereto as Exhibit A. (iii) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances The Contributor understands that would require the registration Units have not been registered under the Securities Act or any state securities acts and are instead being offered and sold in reliance on an exemption from such registration requirements. The Units issuable to the Contributor are being acquired solely for the Contributor’s own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and the Contributor does not have any of the Securitiespresent intention to enter into any contract, undertaking, agreement, or arrangement with respect to any such resale. (biv) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Agent, The Contributor is an accredited investor as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged that term is defined in any form of general solicitation or general advertising (within the meaning Rule 501 of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect to the Securities. (c) The Securities (i) are not and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("Rule 144A(d)(3)"). (d) Neither the Company nor the Trust is, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will be, an "investment company" or an entity "controlled" by an "investment company," in each case within the meaning of Section 3(a) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with the Purchaser.D.

Securities Laws Matters. (ai) Neither The Contributor, for itself and each of its shareholders, acknowledges that (A) Summit Hotel Properties, Inc., a Maryland corporation (the Company nor “REIT”), which is the Trustgeneral partner of the Acquirer, nor and the Acquirer intend the offer and issuance of any Units to be exempt from registration under the Securities Act, and applicable state securities laws by virtue of their "Affiliates" (as defined in the status of the Contributor and each shareholder of the Contributor being an “accredited investor” within the meaning of Rule 501(b501(a) of Regulation D under the Securities Act ("“Regulation D"))”) and acquiring the Units in a transaction exempt from registration pursuant to Rule 506 of Regulation D, and (B) in issuing Units pursuant to the terms of this Agreement, the REIT and the Acquirer are relying on the representations made by the Contributor and shareholder of the Contributor. (ii) In acquiring the Units and engaging in this transaction, neither the Contributor, the Company, nor any person acting on shareholder or member thereof is relying upon any representations made to it by the Acquirer, or any of their behalf (except for the Introducing Agentits partners, officers, employees, or agents as to which neither tax matters or otherwise that are not contained herein. The Contributor is aware of the Company nor risks involved in investing in the Trust make any representationUnits. The Contributor has had an opportunity to ask questions of, and to receive answers from, the Acquirer and the REIT or a person or persons authorized to act on their behalf, concerning the terms and conditions of this investment and the financial condition, affairs, and business of the Acquirer and the REIT. The Contributor confirms that all documents, records, and information pertaining to the Units that have been requested by the Contributor, including a complete copy of the form of the Acquirer’s Partnership Agreement, has been made available or delivered to it prior to the date hereof. The Contributor represents and warrants that it has reviewed and approved the form of the Acquirer’s Partnership Agreement attached hereto as Exhibit A. (iii) hasThe Contributor, directly or indirectlythe Company, made offers or sales of any security, or solicited offers to buy any security, under circumstances and each shareholder and member thereof understands that would require the registration Units have not been registered under the Securities Act or any state securities acts and are instead being offered and sold in reliance on an exemption from such registration requirements. The Units issuable to the Contributor are being acquired solely for the Contributor’s own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and the Contributor does not have any present intention to enter into any contract, undertaking, agreement, or arrangement with respect to any such resale; [provided, however, that, following Closing, the Contributor may distribute the Units to its shareholders that (1) have represented and warranted to the Acquirer in writing that, as of the Securities. (b) Neither the Company nor the Trusttime of such distribution, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Agent, such shareholder is an accredited investor as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged that term is defined in any form of general solicitation or general advertising (within the meaning Rule 501 of Regulation D, and (2) in connection with have executed the Acquirer’s Partnership Agreement as limited partners. The Contributor understands that any offer certificates evidencing the Units will contain appropriate legends reflecting the requirement that the Units not be resold by the Contributor without registration under such laws or sale the availability of any an exemption from such registration and that the Acquirer’s Partnership Agreement will restrict transfer of the Securities, or Units.] (iiiiv) engaged The Contributor and each shareholder of the Contributor is an accredited investor as that term is defined in any "directed selling efforts" within the meaning Rule 501 of Regulation S under the Securities Act ("Regulation S") with respect to the Securities. (c) The Securities (i) are not and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("Rule 144A(d)(3)"). (d) Neither the Company nor the Trust is, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will be, an "investment company" or an entity "controlled" by an "investment company," in each case within the meaning of Section 3(a) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with the Purchaser.D.

Securities Laws Matters. (a) Neither Each Stockholder and the Company nor Seller hereby acknowledges that the Trust, nor any Purchase Price which consists solely of their "Affiliates" (as defined in Rule 501(b) shares of Regulation D under the Securities Act ("Regulation D")), nor any person acting on any common stock of their behalf (except for the Introducing Agent, as DTST Shares being issued to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration such Seller hereunder have not been registered under the Securities Act of any of the Securities. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect to the Securities. (c) The Securities (i) are not and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 19341933, as amended (the "Exchange “1933 Act"”), or quoted registered or qualified for sale under any state securities laws, and cannot be resold without registration thereunder or exemption therefrom. The Seller and the Stockholders represents that such party is an “accredited investor,” as such term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D of the 1933 Act, and will acquire the DTST Shares for his, her or its own account and not with a view to a sale or distribution thereof. The Seller and the Stockholders represent that they have sufficient knowledge and experience in financial and business matters to enable him, her or it to evaluate the risks of investment in the DTST Shares, is acquiring the DTST Shares with a full understanding of all of the terms, conditions and risks thereof, and on the Closing Date will bear and have the ability to bear the economic risk of this investment for an indefinite period of time. The Seller and the Stockholder represents that each party understands and agrees to the terms and conditions under which the shares of DTST Shares are being offered. b) Each Seller acknowledges that, to the extent applicable, each certificate evidencing the DTST Shares being issued hereunder shall be endorsed with a legend substantially in the form set forth below, as well as any additional legend imposed or required by applicable securities laws: “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY U.S. automated interdealer quotation system STATE, NOR IS ANY SUCH REGISTRATION CONTEMPLATED. THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.” c) Each Seller acknowledges that the DTST Shares being offered hereunder are “restricted securities” (as such term is defined in Rule 144 under the 1▇▇▇ ▇▇▇) and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, must be held indefinitely unless subsequently registered under Section 8 of the Investment Company 1933 Act of 1940, as amended (the "Investment Company Act"), or an exemption from such registration is available. d) Each Stockholder and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant Seller acknowledge that he, she or it has been afforded an opportunity to request and to review all information considered by each party to be necessary to make an investment decision with respect to the Securities Act ("Rule 144A(d)(3)")DTST Shares being issued hereunder. Each party also acknowledges that he has received and reviewed information about Buyer and has had an opportunity to discuss Buyer’s business, management and financial affairs with its management. (d) Neither the Company nor the Trust is, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will be, an "investment company" or an entity "controlled" by an "investment company," in each case within the meaning of Section 3(a) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with the Purchaser.

Securities Laws Matters. Seller and each of the Owners acknowledge and agree that the Seller Shares are "restricted securities" under federal and state securities laws and that the following restrictions and limitations are applicable to the Seller Shares and Seller’s re-sales, pledges, hypothecations or other transfers of the Seller Shares pursuant to the Securities Act of 1933, as amended: (a) Neither Seller and each of the Company nor Owners agree that the TrustSeller Shares shall not be sold, nor any of their "Affiliates" (as defined in Rule 501(b) of Regulation D under the Securities Act ("Regulation D"))pledged, nor any person acting on any of their behalf (except for the Introducing Agent, as to which neither the Company nor the Trust make any representation) has, directly hypothecated or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration otherwise transferred unless registered under the Securities Act of any of the Securities1933 and applicable state securities laws or exempted therefrom. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect As an inducement to the Securities. (c) The Securities (i) are not parties to consummate the transactions contemplated by this Agreement, Seller will not, during the period beginning on the date that is 6 months following the Closing Date and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended ending 12 months thereafter (the "Exchange ActLock Up Period") (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option, or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment companycontract to purchase, unit investment trust purchase any option or face-amount certificate company that arecontract to sell, grant any option, right or warrant to purchase, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("Rule 144A(d)(3)"). (d) Neither the Company nor the Trust is, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will be, an "investment company" transfer or an entity "controlled" by an "investment company," in each case within the meaning of Section 3(a) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entitydispose of, directly or indirectly, any fees of the Seller Shares or any securities convertible into or exercisable or exchangeable for the Seller Shares (including, without limitation, the Seller Shares which may be deemed to be beneficially owned by Seller in accordance with the rules and regulations of the Securities and Exchange Commission) or (2) enter into any swap or other compensation for soliciting another to purchase agreement that transfers, in whole or in part, any of the Securitieseconomic consequence of ownership of the Seller Shares, except whether any such transaction described in (1) or (2) is to be settled by delivery of any of the Seller Shares or such other securities. Notwithstanding the foregoing, Parent hereby agrees to release the restrictions in this paragraph for any transaction described in (1) or (2) for up to (but not exceeding) 1/12 of the Seller Shares per month (on a non-cumulative basis) during the Lock Up Period. (c) A legend in substantially the following form has been or will be placed on the certificates representing the Seller Shares: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, UNLESS AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY SHALL HAVE BEEN RECEIVED BY THE COMPANY TO THE EFFECT THAT SUCH SALE, TRANSFER OR ASSIGNMENT WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, AND OTHER APPLICABLE STATE SECURITIES LAWS. ANY DISPOSITION, GRANT OR OTHER TRANSFER OF ANY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK UP AGREEMENT, CONTAINED IN AN ASSET ACQUISITION AGREEMENT EXECUTED BY THE RECORD HOLDER HEREOF, A COPY OF WHICH WILL BE MAILED TO ANY HOLDER OF THIS CERTIFICATE WITHOUT CHARGE AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR. (d) In furtherance of the foregoing, any duly appointed transfer agent for the Fee and/or registration and transfer of the Seller Shares is hereby authorized to decline to make any other fee payable to transfer of securities if such transfer would constitute a violation or breach of the Company's Introducing Agent; provided, that such Introducing Agent has an agreement foregoing provisions. (e) In connection with the Purchaserpurchase and sale of the Seller Shares hereunder, Seller and each Owner represent and warrant to Parent that: (i) The Seller Shares to be acquired by Seller or Owner pursuant to this Agreement will be acquired for Seller’s or Owners’ (as applicable) own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Seller Shares will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Each of Seller and Owner is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Parent Common Stock. (iii) Each of Seller and Owner is able to bear the economic risk of his investment in the Seller Shares for an indefinite period of time because the Seller Shares has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Each of Seller and Owner has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Seller Shares and has had sufficient access to such other information concerning Parent as Seller and Owner has requested.

Securities Laws Matters. Rollover Seller acknowledges receipt of advice from Buyer that (ai) Neither the Company nor Issued Shares, if any, and Issued Options (and any shares of Buyer Common Stock acquired on exercise of the Trust, nor any of their "Affiliates" Issued Options (as defined in Rule 501(b) of Regulation D under the Securities Act ("Regulation D"“Exercise Shares”)), nor any person acting on any of their behalf (except for the Introducing Agentif any, as to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration have not been registered under the Securities Act of 1933 (the “Act”) or qualified under any of the Securities. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its state securities or their behalf (except for the Purchaser and the Introducing Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale “blue sky” or solicited offers to purchase the Securitiesnon U.S. securities laws, (ii) engaged in it is not anticipated that there will be any form public market for any shares of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the SecuritiesBuyer Common Stock, or (iii) engaged any shares of Buyer Common Stock must be held indefinitely and Rollover Seller must continue to bear the economic risk of the investment in any "directed selling efforts" within the meaning shares of Regulation S Buyer Common Stock unless such shares are subsequently registered under the Securities Act and such state or non U.S. securities laws or an exemption from such registration is available, (iv) Rule 144 promulgated under the Act ("Regulation S"“Rule 144”) is not presently available with respect to sales of any shares of Buyer Common Stock and Buyer has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the Securities. foreseeable future, (cv) The Securities when and if any shares of Buyer Common Stock may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule, (ivi) are if the exemption afforded by Rule 144 is not and have not been listed on a national securities exchange registered under Section 6 available, public sale of the Securities Exchange Act shares of 1934any shares of Buyer Common Stock without registration will require the availability of an exemption under the Act, as amended (vii) restrictive legends in the "Exchange Act"), or quoted form set forth in the Stockholders Agreement shall be placed on a U.S. automated interdealer quotation system the certificate representing the shares of any shares of Buyer Common Stock issued to Rollover Seller and (iiviii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 a notation shall be made in the appropriate records of the Investment Company Act Buyer indicating that the shares of 1940, as amended (the "Investment Company Act"), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant any such shares are subject to the Securities Act ("Rule 144A(d)(3)"). (d) Neither the Company nor the Trust is, restrictions on transfer and, immediately following consummation if Buyer should in the future engage the services of the transactions contemplated hereby and the application of the net proceeds therefroma stock transfer agent, neither the Company nor the Trust appropriate stop-transfer instructions will be, an "investment company" or an entity "controlled" by an "investment company," in each case within the meaning of Section 3(a) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed be issued to pay such transfer agent with respect to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with the Purchasershares.

Securities Laws Matters. (ai) Neither the Company nor the Trust, nor any of their "“Affiliates" ” (as defined in Rule 501(b) of Regulation D under the Securities Act ("“Regulation D"”)), nor any person acting on any of their behalf (except for the Introducing Placement Agent, as to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (bii) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Placement Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "“directed selling efforts" ” within the meaning of Regulation S under the Securities Act ("“Regulation S"”) with respect to the Securities. (ciii) The Securities (i) are not and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "“Investment Company Act"”), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("“Rule 144A(d)(3)"”). (div) Neither the Company nor the Trust is, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company," ” in each case within the meaning of Section 3(a) of the Investment Company Act. (ev) Neither the Company nor the Trust has paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with the Purchaser.

Securities Laws Matters. (a) Neither the Company nor the Trust, nor any of their "“Affiliates" ” (as defined in Rule 501(b) of Regulation D under the Securities Act ("“Regulation D"”)), nor any person acting on any of their behalf (except for the Introducing Agent, as to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (b) . Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "“directed selling efforts" ” within the meaning of Regulation S under the Securities Act ("“Regulation S"”) with respect to the Securities. (c) . The Securities (i) are not and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "“Investment Company Act"”), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("“Rule 144A(d)(3)"”). (d) . Neither the Company nor the Trust is, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company," ” in each case within the meaning of Section 3(a) of the Investment Company Act. (e) . Neither the Company nor the Trust has paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with the Purchaser.

Securities Laws Matters. (a) Neither the Company nor the Trust, nor any of their "Affiliates" The Purchaser is an “accredited investor” as defined in NI 45-106. (b) The Purchaser is an “accredited investor” as defined in Rule 501(b501(a) of Regulation D under the U.S. Securities Act ("Regulation D")), nor any person acting on any of their behalf (except for the Introducing Agent, as to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect to the SecuritiesAct. (c) The Purchaser is purchasing as principal or is deemed to be purchasing as principal in accordance with Securities (i) are Laws, for its own account and not and have not been listed on a national securities exchange registered under Section 6 as agent for the benefit of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("Rule 144A(d)(3)")another Person. (d) Neither The Purchaser is not purchasing the Company nor Subscription Shares as a result of any form of “general solicitation” or “general advertising” (as such terms are defined in Regulation D under the Trust isU.S. Securities Act) including advertisements, andarticles, immediately following consummation notices or other communications published in any newspaper, magazine or similar media (including any press release of the transactions contemplated hereby and Company) or broadcast over the application of the net proceeds therefromInternet, neither the Company nor the Trust will beradio, an "investment company" or an entity "controlled" television, or any seminar or meeting whose attendees have been invited by an "investment company," in each case within the meaning of Section 3(a) of the Investment Company Actgeneral solicitation or general advertising. (e) Neither The Purchaser was not created or used solely to purchase or hold securities in reliance on: (i) the exemption from the prospectus requirement in Section 2.10 of NI 45-106; or (ii) the registration exemption provided by section 4(a)(2) of the U.S. Securities Act and/or Rule 506(b) of Regulation D thereunder, or any similar registration exemptions under any U.S. state Securities Laws. (f) The Purchaser is acquiring the Subscription Shares without a view to immediate resale or distribution of any part thereof and will not resell or otherwise transfer or dispose of the Subscription Shares or any part thereof except in accordance with the provisions of Securities Laws. (g) The Purchaser acknowledges and understands that: (i) the Subscription Shares will be issued as “restricted securities” (as defined in Rule 144(a)(3) under the U.S. Securities Act); and (ii) the Company nor the Trust has paid may make a notation on its records or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable give instructions to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with ’s registrar and transfer agent in order to implement the Purchaserrestrictions on transfer set forth and described herein.

Securities Laws Matters. (ai) Neither the Guarantor, the Company nor the Trust, nor any of their "Affiliates" (as defined in Rule 501(b) of Regulation D under the Securities Act ("Regulation D")), nor any person acting on any of their behalf (except for the Introducing AgentPurchasers, as to which neither the Guarantor, the Company nor and the Trust make any no representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (bii) Neither the Guarantor, the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing AgentPurchasers, as to which neither the Guarantor, the Company nor and the Trust make any no representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect to the Securities. (ciii) The Securities (i) are not and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("Rule 144A(d)(3)"). (div) Neither the Guarantor, the Company nor the Trust is, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Guarantor, the Company nor the Trust will be, an "investment company" or an entity "controlled" by an "investment company," in each case within the meaning of Section 3(a) of the Investment Company Act. (ev) Neither the Guarantor, the Company nor the Trust has paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with the PurchaserClosing Fee.

Securities Laws Matters. (a) Neither Except as contemplated by SECTION 8.12 hereof, each Shareholder recognizes and understands that the Company nor Stock Consideration to be issued to each Shareholder pursuant to this Agreement (the Trust, nor any of their "Affiliates" (as defined in Rule 501(bsecurities") of Regulation D will not be registered under the Securities Act Act, or under the securities laws of any state (the "Regulation Dsecurities laws")), nor any person acting on any of their behalf (except for the Introducing Agent, as to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under . The securities are not being so registered in reliance upon exemptions from the Securities Act and the securities laws which are predicated, in part, on the representations, warranties and agreements of any of the Securitieseach Shareholder contained herein. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser Each Shareholder severally represents and the Introducing Agent, as to which neither the Company nor the Trust make any representation) has warrants that (i) offered for sale or solicited offers to purchase the Securitiessuch Shareholder has business knowledge and experience, such experience being based on actual participation therein, (ii) engaged such Shareholder is capable of evaluating the merits and risks of an investment in any form the Stock Consideration and the suitability thereof as an investment therefor, (iii) the Stock Consideration to be acquired by such Shareholder in connection with this Agreement will be acquired solely for investment and not with a view toward resale or redistribution in violation of general solicitation the securities laws, (iv) such Shareholders' residence and domicile, in the case of each natural person, is in the State set forth opposite his or general advertising her name on Part 4.28(b) of the Disclosure Schedule, the principal corporate office of each Shareholder that is not a natural person is in the State set forth opposite its name on Part 4.28(b) of the Disclosure Schedule, and the name, residence, domicile and ownership percentage of each beneficial owner of partnership interests in the FEP Partnership (within collectively, the meaning "Beneficial Shareholders") is set forth on Part 4.28(b) of Regulation Dthe Disclosure Schedule, (v) in connection with any offer or sale of any the transactions contemplated hereby, no assurances have been made concerning the future results of the SecuritiesBCC Parties or either of them or as to the value of the Stock Consideration and (vi) except as disclosed on Part 4.28(b) of the Disclosure Schedule, such Shareholder is either an "accredited investor," as that term is defined in Regulation D promulgated by the SEC pursuant to the Securities Act, or (iii) engaged has a Purchaser Representative, as that term is defined in Regulation D promulgated by the SEC pursuant to the Securities Act. FEP Partnership severally represents that each Beneficial Shareholder is an accredited investor or has a Purchase Representative. Each Shareholder that is not an accredited investor severally represents and warrants that such Shareholder, together with his Purchaser Representative, has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the transactions contemplated and contained herein. Each Shareholder understands that none of the BCC Parties is under any "directed selling efforts" within the meaning of Regulation S obligation to file a registration statement or to take any other action under the Securities Act ("Regulation S") securities laws with respect to the SecuritiesStock Consideration except as contemplated by SECTION 8.11. After the Effective Time, the FEP Partnership intends to distribute the Stock Consideration received by it (other than the Holdback Shares) to the partners of the FEP Partnership in accordance with the terms of the limited partnership agreement of the FEP Partnership. (c) The Securities Such Shareholder has consulted with Shareholder's own counsel in regard to the securities laws and is fully aware (i) are not and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934circumstances under which such Shareholder is required to hold the securities, as amended (the "Exchange Act"), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment companythe limitations on the transfer or disposition of the securities, unit investment trust or face-amount certificate company (iii) that are, or are required to be, the securities must be held indefinitely unless the transfer thereof is registered under Section 8 the securities laws or an exemption from registration is available and (iv) that no exemption from registration is likely to become available for at least one year from the date of acquisition of the Investment Company Act securities. Such Shareholder has been advised by such Shareholder's counsel as to the provisions of 1940, Rules 144 and 145 as amended (promulgated by the "Investment Company Act"), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to SEC under the Securities Act ("Rule 144A(d)(3)")and has been advised of the applicable limitations thereof. Such Shareholder acknowledges that the BCC Parties are relying upon the truth and accuracy of the representations and warranties in this SECTION 4.28 by such Shareholder in consummating the transactions contemplated by this Agreement without registering the securities under the securities laws. (d) Neither Such Shareholder has been furnished with BCC's Annual Report on Form 10-K for the Company nor year ended September 30, 1998, BCC's Quarterly Reports on Form 10-Q for the Trust isquarters ended December 31, and1998 and March 31, immediately following consummation and June 30, 1999, BCC's proxy statement with respect to the Annual Meeting of Stockholders held on February 25, 1999, BCC's Current Reports on Form 8-K filed December 23, 1998, and February 16, February 25 and April 29, 1999, and BCC's Registration Statement on Form S-3 dated January 21, 1999 (such documents collectively referred to herein as the "SEC Documents"). Such Shareholder has been furnished with the complete financial statements of BCC for the fiscal years ended September 30, 1996, 1997 and 1998, and the three and nine months ended December 31, 1998 and June 30, 1999, respectively. The BCC Parties have made available to such Shareholder the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated hereby by this Agreement and to obtain any additional information which they possess or could reasonably acquire for the application purpose of verifying the accuracy of information furnished to such Shareholder as set forth herein or for the purpose of considering the transactions contemplated hereby. BCC has offered to make available to such Shareholder upon request at any time all exhibits filed by BCC with the Commission as part of any of the net proceeds therefrom, neither the Company nor the Trust will be, an "investment company" or an entity "controlled" by an "investment company," in each case within the meaning of Section 3(a) of the Investment Company Actreports filed therewith. (e) Neither Such Shareholder agrees that the Company nor certificates representing such Shareholder's Stock Consideration to be acquired pursuant to this Agreement will be imprinted with the Trust has paid or following legend, the terms of which are specifically agreed to pay to any person or entityto: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, directly or indirectlyAS AMENDED (THE "ACT"), any fees or other compensation for soliciting another to purchase any OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COUNSEL FOR THIS CORPORATION, IS AVAILABLE. Each Shareholder understands and agrees that appropriate stop transfer notations will be placed in the records of BCC and with its transfer agent in respect of the Securities, except for the Fee and/or any other fee payable securities which are to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with the Purchaserbe issued to each Shareholder pursuant to this Agreement.

Securities Laws Matters. (a) Neither the Company nor the Trust, nor any of their "Affiliates" The Purchaser is an “accredited investor” as defined in NI 45-106. (b) The Purchaser is an “accredited investor” as defined in Rule 501(b501(a) of Regulation D under the U.S. Securities Act ("Regulation D")), nor any person acting on any of their behalf (except for the Introducing Agent, as to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect to the SecuritiesAct. (c) The Purchaser is purchasing as principal or is deemed to be purchasing as principal in accordance with Securities (i) are Laws, for its own account and not and have not been listed on a national securities exchange registered under Section 6 as agent for the benefit of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("Rule 144A(d)(3)")another Person. (d) Neither The Purchaser is not purchasing the Company nor Subscription Shares as a result of any form of “general solicitation” or “general advertising” (as such terms are defined in Regulation D under the Trust isU.S. Securities Act) including advertisements, andarticles, immediately following consummation notices or other communications published in any newspaper, magazine or similar media (including any press release of the transactions contemplated hereby and Company) or broadcast over the application of the net proceeds therefromInternet, neither the Company nor the Trust will beradio, an "investment company" or an entity "controlled" television, or any seminar or meeting whose attendees have been invited by an "investment company," in each case within the meaning of Section 3(a) of the Investment Company Actgeneral solicitation or general advertising. (e) Neither The Purchaser was not created or used solely to purchase or hold securities in reliance on: (i) the exemption from the prospectus requirement in Section 2.10 of NI 45-106; or (ii) the registration exemption provided by section 4(a)(2) of the U.S. Securities Act or Rule 506(b) of Regulation D thereunder, or any similar registration exemptions under any U.S. state Securities Laws. (f) The Purchaser is acquiring the Subscription Shares without a view to immediate resale or distribution of any part thereof and will not resell or otherwise transfer or dispose of the Subscription Shares or any part thereof except in accordance with the provisions of Securities Laws. (g) The Purchaser acknowledges and understands that: (i) the Subscription Shares will be issued as “restricted securities” (as defined in Rule 144(a)(3) under the U.S. Securities Act); and (ii) the Company nor the Trust has paid may make a notation on its records or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable give instructions to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with registrar and transfer agent in order to implement the Purchaserrestrictions on transfer set forth and described herein.

Securities Laws Matters. (ai) Neither the Company nor the Trust, nor any of their "“Affiliates" ” (as defined in Rule 501(b) of Regulation D under the Securities Act ("“Regulation D"”)), nor any person acting on any of their behalf (except for the Introducing Placement Agent, as to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (bii) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Placement Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "“directed selling efforts" ” within the meaning of Regulation S under the Securities Act ("“Regulation S"”) with respect to the Securities. (ciii) The Securities (i) are not and have not been listed on a national securities exchange registered under Section section 6 of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section section 8 of the Investment Company Act of 1940, as amended (the "“Investment Company Act"”), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("“Rule 144A(d)(3)"”). (div) Neither the Company nor the Trust is, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company," ” in each case within the meaning of Section section 3(a) of the Investment Company Act. (ev) Neither the Company nor the Trust has paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee Commission and/or any other fee payable to the Company's Introducing Agent’s introducing agent; provided, that such Introducing Agent introducing agent has an agreement with the PurchaserPlacement Agent.

Securities Laws Matters. (ai) Neither the Company nor the Trust, nor any of their "Affiliates" (as defined in Rule 501(b) of Regulation D under the Securities Act ("Regulation D")), nor any person acting on any of their behalf (except for the Introducing Placement Agent, as to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (bii) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Placement Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect to the Securities. (ciii) The Securities (i) are not and have not been listed on a national securities exchange registered under Section section 6 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section section 8 of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("Rule 144A(d)(3)"). (div) Neither the Company nor the Trust is, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will be, an "investment company" or an entity "controlled" by an "investment company," in each case within the meaning of Section section 3(a) of the Investment Company Act. (ev) Neither the Company nor the Trust has paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee Commission and/or any other fee payable to the Company's Introducing Agentintroducing agent; provided, that such Introducing Agent introducing agent has an agreement with the PurchaserPlacement Agent.

Securities Laws Matters. (a) Neither None of the Company nor the TrustExchangors, nor any of their "“Affiliates" ” (as defined in Rule 501(b) of Regulation D under the Securities Act ("“Regulation D")”), nor any person acting on any of their behalf (except for the Introducing AgentHolders, as to which neither the Company nor the Trust make any representationno representation or warranty is made) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (b) Neither None of the Company nor the TrustExchangors, nor any of their Affiliates, nor any person acting on its or any of their behalf (except for the Purchaser and the Introducing AgentHolders, as to which neither the Company nor the Trust make any representationno representation or warranty is made) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "“directed selling efforts" ” within the meaning of Regulation S under the Securities Act ("“Regulation S"”) with respect to the Securities. (c) The Securities (i) are not and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "“Investment Company Act"”), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("“Rule 144A(d)(3)"”). (d) Neither None of the Company nor the Trust Exchangors is, and, immediately following consummation of the transactions contemplated hereby and the application hereby, none of the net proceeds therefrom, neither the Company nor the Trust Exchangors will be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company," ” in each case within the meaning of Section 3(a) of the Investment Company Act. (e) Neither None of the Company nor the Trust has Exchangors have paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with the Purchaser.

Securities Laws Matters. (a) Neither Such Seller is acquiring the Company nor Convertible Note and the TrustConversion Shares (together, nor the "Securities") for such Seller’s own account for investment purposes only and not with a view to, or for the resale in connection with, any “distribution” thereof for purposes of their the Securities Act. (b) Such Seller is either (i) an "Affiliatesaccredited investor" (as defined in Rule 501(b) of Regulation D promulgated under the Securities Act) or (ii) not a U.S. Person (as defined in Regulation S promulgated under the Securities Act). (c) Such Seller can afford to bear the economic risk of holding the Securities. (d) Such Seller, if not a U.S. Person (as defined in Regulation S promulgated under the Securities Act), then: (1) only to the extent that such Sellers is not an individual, it was not organized under the laws of any United States jurisdiction, and was not formed for the purpose of investing in Securities not registered under the Securities Act, (2) received all communications relating to the issuance of the Securities, and executed all documents relating thereto, outside the United States and, on the date hereof, is outside the United States, (3) it is not acquiring the Securities for the account or benefit of any U.S. Person, and (4) it will not offer or sell any of the Securities in the United States, to or for the account or benefit of a U.S. Person other than in accordance with Regulation S or pursuant to an effective registration statement under the Securities Act or any available exemption therefrom and, in any case, in accordance with applicable state securities laws. ("Regulation D"))e) Such Seller understands that the Securities have not been registered under the Securities Act and will be issued in reliance upon a specific exemption therefrom, nor any person acting on any which exemption depends upon, among other things, the bona fide nature of their behalf (except for its investment intent as expressed herein. Such Seller understands that the Introducing AgentSecurities are “restricted securities” under the United States federal securities laws and, as to which neither the Company nor the Trust make any representation) hasabsent registration, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the may be resold without registration under the Securities Act of any of only in very limited circumstances. Such Seller acknowledges and agrees that the SecuritiesSecurities shall bear a legend, substantially in the form attached hereto as Schedule 6.9. (bf) Neither the Company nor the TrustIn order to prevent any transfer from taking place in violation of applicable Law, nor any of their Affiliates, nor any person acting each Seller hereby agrees that Purchaser may cause a stop transfer order to be placed with its transfer agent and that Purchaser will not be required to transfer on its books any Securities that have been sold or their behalf transferred in violation of any provision of this Agreement or applicable Law. (except for g) If the Purchaser and the Introducing AgentSeller is neither a "U.S. Person" nor an Israeli resident, he or it hereby further represent that he/it has satisfied him/itself as to which neither the Company nor full observance of the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form laws of general solicitation or general advertising (within the meaning of Regulation D) his/its jurisdiction in connection with any offer or sale of any invitation to subscribe for the Securities, including the legal requirements within his/its jurisdiction for the purchase of the Securities, or (iii) engaged in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect to the Securitiesif any. (c) The Securities (i) are not and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("Rule 144A(d)(3)"). (d) Neither the Company nor the Trust is, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will be, an "investment company" or an entity "controlled" by an "investment company," in each case within the meaning of Section 3(a) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with the Purchaser.

Securities Laws Matters. (ai) Neither the Company nor the Trust, nor any of their "Affiliates" (as defined in Rule 501(b501 (b) of Regulation D under the Securities Act ("Regulation D")), nor any person acting on any of their behalf (except for the Introducing Placement Agent, as to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (bii) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Placement Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect to the Securities. (ciii) The Securities (i) are not and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("Rule 144A(d)(3)"). (div) Neither the Company nor the Trust is, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will be, an "investment company" or an entity "controlled" by an "investment company," in each case within the meaning of Section 3(a3 (a) of the Investment Company Act. (ev) Neither the Company nor the Trust has paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee Commission and/or any other fee payable to the Company's Introducing Agentintroducing agent; provided, that such Introducing Agent introducing agent has an agreement with the PurchaserPlacement Agent.

Securities Laws Matters. (a) Neither the Company nor the Trust, nor any of their "“Affiliates" ” (as defined in Rule 501(b) of Regulation D under the Securities Act ("“Regulation D"”)), nor any person acting on any of their behalf (except for the Introducing Agent, as to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "“directed selling efforts" ” within the meaning of Regulation S under the Securities Act ("“Regulation S"”) with respect to the Securities. (c) The Securities (i) are not and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "“Investment Company Act"”), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("“Rule 144A(d)(3)"”). (d) Neither the Company nor the Trust is, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company," ” in each case within the meaning of Section 3(a) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable to the Company's ’s Introducing Agent; provided, that such Introducing Agent has an agreement with the Purchaser.

Securities Laws Matters. Seller acknowledges and agrees that the shares of Parent Common Stock comprising the Stock Consideration are "restricted securities" under federal and state securities laws and that the following restrictions and limitations are applicable to the Stock Consideration and Seller’s re-sales, pledges, hypothecations or other transfers of the Stock Consideration pursuant to the Securities Act of 1933, as amended: (a) Neither Seller agrees that the Company nor the TrustStock Consideration shall not be sold, nor any of their "Affiliates" (as defined in Rule 501(b) of Regulation D under the Securities Act ("Regulation D"))pledged, nor any person acting on any of their behalf (except for the Introducing Agent, as to which neither the Company nor the Trust make any representation) has, directly hypothecated or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration otherwise transferred unless registered under the Securities Act of any of the Securities1933 and applicable state securities laws or exempted therefrom. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect As an inducement to the Securities. (c) The Securities (i) are not parties to consummate the transactions contemplated by this Agreement, Seller will not, during the period beginning on the date that is 6 months following the Closing Date and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended ending 12 months thereafter (the "Exchange ActLock Up Period") (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option, or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment companycontract to purchase, unit investment trust purchase any option or face-amount certificate company that arecontract to sell, grant any option, right or warrant to purchase, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("Rule 144A(d)(3)"). (d) Neither the Company nor the Trust is, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will be, an "investment company" transfer or an entity "controlled" by an "investment company," in each case within the meaning of Section 3(a) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entitydispose of, directly or indirectly, any fees of the shares comprising the Stock Consideration or any securities convertible into or exercisable or exchangeable for the shares comprising the Stock Consideration (including, without limitation, the Shares comprising the Stock Consideration which may be deemed to be beneficially owned by Seller in accordance with the rules and regulations of the Securities and Exchange Commission) or (2) enter into any swap or other compensation for soliciting another to purchase agreement that transfers, in whole or in part, any of the Securitieseconomic consequence of ownership of the shares comprising the Stock Consideration, except whether any such transaction described in (1) or (2) is to be settled by delivery of any of the shares comprising the Stock Consideration or such other securities. Notwithstanding the foregoing, Parent hereby agrees to release the restrictions in this paragraph for any transaction described in (1) or (2) for up to (but not exceeding) 1/12 of the shares comprising the Stock Consideration per month (on a non-cumulative basis) during the Lock Up Period. (c) A legend in substantially the following form has been or will be placed on the shares comprising the Stock Consideration: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, UNLESS AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY SHALL HAVE BEEN RECEIVED BY THE COMPANY TO THE EFFECT THAT SUCH SALE, TRANSFER OR ASSIGNMENT WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, AND OTHER APPLICABLE STATE SECURITIES LAWS. ANY DISPOSITION, GRANT OR OTHER TRANSFER OF ANY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK UP AGREEMENT, CONTAINED IN AN ASSET ACQUISITION AGREEMENT EXECUTED BY THE RECORD HOLDER HEREOF, A COPY OF WHICH WILL BE MAILED TO ANY HOLDER OF THIS CERTIFICATE WITHOUT CHARGE AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR. (d) In furtherance of the foregoing, any duly appointed transfer agent for the Fee and/or registration and transfer of the Stock Consideration is hereby authorized to decline to make any other fee payable to transfer of securities if such transfer would constitute a violation or breach of the Company's Introducing Agent; provided, that such Introducing Agent has an agreement foregoing provisions. (e) In connection with the Purchaserpurchase and sale of the Stock Consideration hereunder, Seller represents and warrants to Parent that: (i) The Stock Consideration to be acquired by Seller pursuant to this Agreement will be acquired for Seller’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Stock Consideration will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Seller is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Parent Common Stock. (iii) Seller is able to bear the economic risk of his investment in the Stock Consideration for an indefinite period of time because the Stock Consideration has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Seller has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Stock Consideration and has had sufficient access to such other information concerning Parent has Seller has requested.

Securities Laws Matters. (a) Neither the Company nor the Trust, nor any of their "“Affiliates" ” (as defined in Rule 501(b) of Regulation D under the Securities Act ("“Regulation D"”)), nor any person acting on any of their behalf (except for the Introducing Agent, as to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "“directed selling efforts" ” within the meaning of Regulation S under the Securities Act ("“Regulation S"”) with respect to the Securities. (c) The Securities (i) are not and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "“Investment Company Act"”), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("“Rule 144A(d)(3)"”). (d) Neither the Company nor the Trust is, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company," ” in each case within the meaning of Section 3(a) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with the Purchaser.

Securities Laws Matters. (ai) Neither the Company nor the Trust, nor any of their "“Affiliates" ” (as defined in Rule 501(b) of Regulation D under the Securities Act ("“Regulation D"”)), nor any person acting on any of their behalf (except for the Introducing Placement Agent, as to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (bii) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Placement Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "“directed selling efforts" ” within the meaning of Regulation S under the Securities Act ("“Regulation S"”) with respect to the Securities. (ciii) The Securities (i) are not and have not been listed on a national securities exchange registered under Section section 6 of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section section 8 of the Investment Company Act of 1940, as amended (the "“Investment Company Act"”), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("“Rule 144A(d)(3)"”). (div) Neither the Company nor the Trust is, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company," ” in each case within the meaning of Section section 3(a) of the Investment Company Act. (ev) Neither the Company nor the Trust has paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with the Purchaser.

Securities Laws Matters. (a) Neither the Company nor the Trust, nor any of their "“Affiliates" ” (as defined in Rule 501(b) of Regulation D under the Securities Act ("“Regulation D"”)), nor any person acting on any of their behalf (except for the Introducing Placement Agent, as to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (b) . Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Placement Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "“directed selling efforts" ” within the meaning of Regulation S under the Securities Act ("“Regulation S"”) with respect to the Securities. (c) . The Securities (i) are not and have not been listed on a national securities exchange registered under Section section 6 of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section section 8 of the Investment Company Act of 1940, as amended (the "“Investment Company Act"”), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("“Rule 144A(d)(3)"”). (d) . Neither the Company nor the Trust is, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company," ” in each case within the meaning of Section section 3(a) of the Investment Company Act. (e) . Neither the Company nor the Trust has paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee Commission and/or any other fee payable to the Company's Introducing Agent’s introducing agent; provided, that such Introducing Agent introducing agent has an agreement with the PurchaserPlacement Agent.

Securities Laws Matters. (a) Neither the Company nor the Trust, nor any of their "Affiliates" (as defined in Rule 501(b) of Regulation D under the Securities Act ("Regulation D")), nor any person acting on any of their behalf (except for the Introducing Agent, as to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect to the Securities. (c) The Securities (i) are not and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("Rule 144A(d)(3)"). (d) Neither the Company nor the Trust is, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will be, an "investment company" or an entity "controlled" by an "investment company," in each case within the meaning of Section 3(a) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with the PurchaserPurchasers.

Securities Laws Matters. Seller acknowledges and agrees that the shares of Parent Common Stock comprising the Stock Consideration are "restricted securities" under federal and state securities laws and that the following restrictions and limitations are applicable to the Stock Consideration and Seller’s re-sales, pledges, hypothecations or other transfers of the Stock Consideration pursuant to the Securities Act of 1933, as amended: (a) Neither Seller agrees that the Company nor the TrustStock Consideration shall not be sold, nor any of their "Affiliates" (as defined in Rule 501(b) of Regulation D under the Securities Act ("Regulation D"))pledged, nor any person acting on any of their behalf (except for the Introducing Agent, as to which neither the Company nor the Trust make any representation) has, directly hypothecated or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration otherwise transferred unless registered under the Securities Act of any of the Securities1933 and applicable state securities laws or exempted therefrom. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect As an inducement to the Securities. (c) The Securities (i) are not parties to consummate the transactions contemplated by this Agreement, Seller will not, during the period beginning on the date that is 6 months following the Closing Date and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended ending 12 months thereafter (the "Exchange ActLock Up Period") (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option, or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment companycontract to purchase, unit investment trust purchase any option or face-amount certificate company that arecontract to sell, grant any option, right or warrant to purchase, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("Rule 144A(d)(3)"). (d) Neither the Company nor the Trust is, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will be, an "investment company" transfer or an entity "controlled" by an "investment company," in each case within the meaning of Section 3(a) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entitydispose of, directly or indirectly, any fees of the shares comprising the Stock Consideration or any securities convertible into or exercisable or exchangeable for the shares comprising the Stock Consideration (including, without limitation, the shares comprising the Stock Consideration which may be deemed to be beneficially owned by Seller in accordance with the rules and regulations of the Securities and Exchange Commission) or (2) enter into any swap or other compensation for soliciting another to purchase agreement that transfers, in whole or in part, any of the Securitieseconomic consequence of ownership of the shares comprising the Stock Consideration, except whether any such transaction described in (1) or (2) is to be settled by delivery of any of the shares comprising the Stock Consideration or such other securities. Notwithstanding the foregoing, Parent hereby agrees to release the restrictions in this paragraph for any transaction described in (1) or (2) for up to (but not exceeding) 1/12 of the shares comprising the Stock Consideration per month (on a non-cumulative basis) during the Lock Up Period. (c) A legend in substantially the following form has been or will be placed on the ▇▇▇▇▇ Shares: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, UNLESS AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY SHALL HAVE BEEN RECEIVED BY THE COMPANY TO THE EFFECT THAT SUCH SALE, TRANSFER OR ASSIGNMENT WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, AND OTHER APPLICABLE STATE SECURITIES LAWS. ANY DISPOSITION, GRANT OR OTHER TRANSFER OF ANY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK UP AGREEMENT, CONTAINED IN AN ASSET ACQUISITION AGREEMENT EXECUTED BY THE RECORD HOLDER HEREOF, A COPY OF WHICH WILL BE MAILED TO ANY HOLDER OF THIS CERTIFICATE WITHOUT CHARGE AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR. (d) In furtherance of the foregoing, any duly appointed transfer agent for the Fee and/or registration and transfer of the Stock Consideration is hereby authorized to decline to make any other fee payable to transfer of securities if such transfer would constitute a violation or breach of the Company's Introducing Agent; provided, that such Introducing Agent has an agreement foregoing provisions. (e) In connection with the Purchaserpurchase and sale of the Stock Consideration hereunder, Seller represents and warrants to Parent that: (i) The Stock Consideration to be acquired by Seller pursuant to this Agreement will be acquired for Seller’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Stock Consideration will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Seller is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Parent Common Stock. (iii) Seller is able to bear the economic risk of his investment in the Stock Consideration for an indefinite period of time because the Stock Consideration has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Seller has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Stock Consideration and has had sufficient access to such other information concerning Parent has Seller has requested.

Securities Laws Matters. (a) Neither The Purchaser is an "accredited investor" as defined in NI 45-106. (b) The Purchaser is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Company nor U.S. Securities Act. (c) The Purchaser is purchasing as principal or is deemed to be purchasing as principal in accordance with Securities Laws, solely for its own account for investment purposes and not as agent for the Trustbenefit of another Person. (d) The Purchaser is not purchasing the Subscription Shares as a result of any form of "general solicitation" or "general advertising" (as such terms are defined in Regulation D under the U.S. Securities Act) including advertisements, nor articles, notices or other communications published in any newspaper, magazine or similar media (including any press release of their the Company) or broadcast over the Internet, radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (e) The Purchaser was not created or used solely to purchase or hold securities in reliance on: (i) the exemption from the prospectus requirement in Section 2.10 of NI 45-106; or (ii) the registration exemption provided by section 4(a)(2) of the U.S. Securities Act and/or Rule 506(b) of Regulation D thereunder, or any similar registration exemptions under any U.S. state Securities Laws. (f) The Purchaser is acquiring the Subscription Shares without a view to immediate resale or distribution of any part thereof and will not resell or otherwise transfer or dispose of the Subscription Shares or any part thereof except in accordance with the provisions of Securities Laws. (g) The Purchaser acknowledges and understands that: (i) the Subscription Shares, when issued, will be issued as "Affiliatesrestricted securities" (as defined in Rule 501(b144(a)(3) of Regulation D under the U.S. Securities Act ("Regulation D")), nor any person acting on any of their behalf (except for the Introducing Agent, as to which neither the Company nor the Trust make any representationAct) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect to the Securities. (c) The Securities (i) are not and have not been listed on a national securities exchange registered under Section 6 of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), or quoted on a U.S. automated interdealer quotation system and any applicable state Securities Law; and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("Rule 144A(d)(3)"). (d) Neither the Company nor the Trust is, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will be, an "investment company" may make a notation on its records or an entity "controlled" by an "investment company," in each case within the meaning of Section 3(a) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable give instructions to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with registrar and transfer agent in order to implement the Purchaserrestrictions on transfer set forth and described herein.

Securities Laws Matters. (a) Neither the Company nor the TrustBank, nor any of their "Affiliates" its “affiliates” (as defined in Rule 501(b) of Regulation D under the Securities Act ("“Regulation D"”)), nor any person acting on any of their behalf (except for the Introducing Agent, as to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person Person acting on its or their behalf (except for the Purchaser and the Introducing Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Convertible Preferred Stock, the Securities, the Units or the Conversion Shares. (iiib) engaged Assuming the accuracy of the representations and warranties of the Purchaser and compliance with the terms of this Agreement, it is not necessary in any "directed selling efforts" within connection with the meaning sale and delivery of Regulation S the Units or the Securities by the Bank in the manner contemplated by this Agreement to register the Securities under the Securities Act ("Regulation S") with respect to Act, the SecuritiesSecurities Offering Regulations of the OTS or other applicable federal law. (c) The Units and the Securities (i) are not and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or quoted on a U.S. automated interdealer quotation system system, (ii) are exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(5) thereof, and (iiiii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "“Investment Company Act"”), and the Units and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("Rule 144A(d)(3)")Act. (d) Neither The Securities are not offered by an offering circular filed with and declared effective by the Company nor OTS pursuant to 12 C.F.R. § 563g.2 but instead are being sold in reliance upon an exemption from the Trust isoffering circular requirement provided for by 12 C.F.R. §563g.3(b). (e) The Bank is not, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will shall not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company," ” in each case within the meaning of Section 3(a3(a)(1) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with the Purchaser.

Securities Laws Matters. (a) Neither the Company nor the Trust, nor any of their "Affiliates" The Purchaser is an “accredited investor” as defined in NI 45-106. (b) The Purchaser is an “accredited investor” as defined in Rule 501(b501(a) of Regulation D under the U.S. Securities Act ("Regulation D")), nor any person acting on any of their behalf (except for the Introducing Agent, as to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect to the SecuritiesAct. (c) The Purchaser is purchasing as principal or is deemed to be purchasing as principal in accordance with Securities (i) are Laws, solely for its own account for investment purposes and not and have not been listed on a national securities exchange registered under Section 6 as agent for the benefit of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("Rule 144A(d)(3)")another Person. (d) Neither The Purchaser is not purchasing the Company nor Subscription Shares as a result of any form of “general solicitation” or “general advertising” (as such terms are defined in Regulation D under the Trust isU.S. Securities Act) including advertisements, andarticles, immediately following consummation notices or other communications published in any newspaper, magazine or similar media (including any press release of the transactions contemplated hereby and Company) or broadcast over the application of the net proceeds therefromInternet, neither the Company nor the Trust will beradio, an "investment company" or an entity "controlled" television, or any seminar or meeting whose attendees have been invited by an "investment company," in each case within the meaning of Section 3(a) of the Investment Company Actgeneral solicitation or general advertising. (e) Neither The Purchaser was not created or used solely to purchase or hold securities in reliance on: (i) the exemption from the prospectus requirement in Section 2.10 of NI 45-106; or (ii) the registration exemption provided by section 4(a)(2) of the U.S. Securities Act and/or Rule 506(b) of Regulation D thereunder, or any similar registration exemptions under any U.S. state Securities Laws. (f) The Purchaser is acquiring the Subscription Shares without a view to immediate resale or distribution of any part thereof and will not resell or otherwise transfer or dispose of the Subscription Shares or any part thereof except in accordance with the provisions of Securities Laws. (g) The Purchaser acknowledges and understands that: (i) the Subscription Shares, when issued, will be issued as “restricted securities” (as defined in Rule 144(a)(3) under the U.S. Securities Act) and have not been registered under the U.S. Securities Act or any applicable state Securities Law; and (ii) the Company nor the Trust has paid may make a notation on its records or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable give instructions to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with ’s registrar and transfer agent in order to implement the Purchaserrestrictions on transfer set forth and described herein.

Securities Laws Matters. (ai) Neither The Allied Parties are knowledgeable, sophisticated and experienced in making, and are qualified to make, decisions with respect to investments in securities representing an investment decision similar to that involved in the Company nor acquisition of the TrustConsideration Shares and have had the opportunity to request, nor receive, review and consider all information they deem relevant in making an informed decision to acquire the Consideration Shares; (ii) the Allied Parties are acquiring the Consideration Shares for their own account for investment only and with no present intention of distributing any of their "Affiliates" the Consideration Shares or entering into any arrangement or understanding with any other Persons regarding the distribution of such securities; provided, however, that by making the representations in this clause (as defined ii), the Allied Parties are not required to hold any of the Consideration Shares for any minimum or other specific term and the representations in Rule 501(bthis clause (ii) of Regulation D under shall in no way limit the Allied Parties’ right to sell the Consideration Shares pursuant to any registration statement contemplated by the Registration Rights Agreement or in compliance with the Securities Act and other Legal Requirements; provided further, however, that the representations made by the Allied Parties in this clause ("Regulation D"ii) shall not limit the Allied Parties’ right to indemnification under Article X or under the Registration Rights Agreement, other than with respect to any claim by CEI for a breach of the representation in this clause (ii)), nor any person acting on any of their behalf ; (except for iii) the Introducing Agent, as to which neither the Company nor the Trust make any representation) hasAllied Parties will not, directly or indirectly, made offers offer, sell, pledge, transfer or sales otherwise dispose of (or solicit any security, or solicited offers to buy buy, purchase or otherwise acquire or take a pledge of) any securityof the Consideration Shares, under circumstances nor will the Allied Parties engage in any short sale that would require the registration under the Securities Act results in a disposition of any of the SecuritiesConsideration Shares by the Allied Parties, except in compliance with the Securities Act and other Legal Requirements; (iv) the Allied Parties have, in connection with their decision to acquire the Consideration Shares, relied solely upon the representations and warranties of the CEI Parties contained herein; (v) the Allied Parties have had an opportunity to discuss this investment with representatives of the CEI Parties and ask questions of them and have received satisfactory answers and all information requested; and (vi) Allied is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act. (b) Neither The Allied Parties understand that the Company nor Consideration Shares are being offered and issued to them in reliance upon specific exemptions from the Trustregistration requirements of the Securities Act, nor any of their Affiliatesother Legal Requirements and applicable state securities Laws and that the CEI Parties are relying upon the truth and accuracy of, nor any person acting on its or their behalf (except for the Purchaser and the Introducing AgentAllied Parties’ compliance with, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securitiesrepresentations, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any warranties, agreements, acknowledgments and understandings of the Securities, or (iii) engaged Allied Parties set forth herein in any "directed selling efforts" within order to determine the meaning availability of Regulation S under such exemptions and the Securities Act ("Regulation S") with respect eligibility of the Allied Parties to acquire the SecuritiesConsideration Shares pursuant to this Agreement. (c) The Securities (i) are not Allied Parties understand that their investment in the Consideration Shares involves a significant degree of risk, including a risk of total loss of the Allied Parties’ investment. The Allied Parties have full cognizance of and understand all the risk factors set forth in the “Risk Factors” section in CEI’s most recent Form 10-K filed with the SEC on April 15, 2013 and any updates that may be filed by CEI under the Exchange Act between the date hereof and the Closing. The Allied Parties understand that the market price of the Common Stock has been volatile and that no representation is being made as to the future value of the Common Stock. The Allied Parties have such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of an investment in the Consideration Shares and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (ability to bear the "Exchange Act"), or quoted on a U.S. automated interdealer quotation system and (ii) are not economic risks of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of in the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("Rule 144A(d)(3)")Consideration Shares. (d) Neither the Company nor the Trust is, and, immediately following consummation The Allied Parties understand that no United States federal or state Governmental Authority has passed upon or made any recommendation or endorsement of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will be, an "investment company" or an entity "controlled" by an "investment company," in each case within the meaning of Section 3(a) of the Investment Company ActConsideration Shares. (e) Neither The Allied Parties understand that the Company nor Consideration Shares will bear a restrictive legend in substantially the Trust following form: “The securities evidenced by this certificate have not been registered under the Securities Act of 1933 (the “Securities Act”), or the securities laws of any state or other jurisdiction. The securities may not be offered, sold, pledged or otherwise transferred except (1) pursuant to an exemption from registration under the Securities Act or (2) pursuant to an effective registration statement under the Securities Act, in each case in accordance with all applicable securities laws of the states and other jurisdictions, and in the case of a transaction exempt from registration, unless the Issuer has paid or agreed received an opinion of counsel reasonably satisfactory to pay it that such transaction does not require registration under the Securities Act and other applicable laws.” (f) Each Allied Party’s principal executive offices are in the jurisdiction set forth immediately below such Allied Party’s name on the signature pages hereto. (g) In addition to applying to the issuance of the Consideration Shares, this Section will apply, mutatis mutandis, to any person issuance of shares of Common Stock by CEI pursuant to Sections 7.8, 10.3(c) or entity10.9, directly or indirectly, and to any fees issuance of Conversion Shares (as such term is defined in the Convertible Note) or other compensation for soliciting another to purchase any securities issued upon conversion of the Securities, except for the Fee and/or any other fee payable Convertible Note or otherwise pursuant to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with the Purchaserterms thereof.

Securities Laws Matters. (a) Neither the Company nor the Trust, Issuer nor any of their "its “Affiliates" ” (as defined in Rule 501(b) of Regulation D under the Securities Act ("“Regulation D")”), nor any person acting on any of their behalf (except for the Introducing AgentHolders, as to which neither the Company nor the Trust make any representationno representation or warranty is made) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (b) . Neither the Company nor the Trust, Issuer nor any of their its Affiliates, nor any person acting on its or any of their behalf (except for the Purchaser and the Introducing AgentHolders, as to which neither the Company nor the Trust make any representationno representation or warranty is made) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "“directed selling efforts" ” within the meaning of Regulation S under the Securities Act ("Regulation S") with respect to the Securities. (c) . The Securities (i) are not and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")amended, or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "“Investment Company Act"”), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("Rule 144A(d)(3)"). (d) Neither the Company nor the Trust isAct. The Issuer is not, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefromhereby, neither the Company nor the Trust will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company," ” in each case within the meaning of Section 3(a) of the Investment Company Act. (e) Neither the Company nor the Trust . The Issuer has not paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with the Purchaser.

Securities Laws Matters. 5.1 The Investor is aware of and acknowledges to and agrees with the Issuer as follows: (a) Neither the Company nor the Trust, nor any of their "Affiliates" (The Investor is an accredited investor as that term is defined in Rule 501(b) of Regulation D under the Securities Act ("Regulation D"501(a)), nor any person acting on any of their behalf (except for the Introducing Agent, as to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (b) Neither The Units, the Company nor Shares, the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser Warrants and the Introducing Agent, as to which neither Common Shares underlying the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "directed selling efforts" within the meaning of Regulation S Shares and Warrants have not been registered under the Securities Act ("Regulation S") with respect to in reliance on the Securitiesexemptions under the Securities Act. (c) The Investor is acquiring the Units for its own account for investment and not with a view to or for resale in connection with any distribution of the Units. The Investor has not offered or sold any portion of the Units and has no present intention of dividing the Units with others or of selling, distributing or otherwise disposing of any portion of the Units either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance. (d) The Investor covenants that it will not make any resale, transfer or other disposition of the Units, the Shares, the Warrants and the Common Shares underlying the Shares and Warrants except pursuant to registration under the Securities Act, or pursuant to an available exemption from registration (iaccompanied by an opinion of counsel acceptable to the Company that such resale, transfer or other disposition is exempt from the registration provisions of all applicable federal and state laws). (e) are not The Investor understands and agrees that, in addition to the restrictions set forth in this Agreement, the following legend will be placed on any certificate(s) or other document(s) evidencing the Units, the Shares, the Warrants and the Common Shares underlying the Shares and Warrants in substantially the following form and the Investor must comply with the terms and conditions set forth in such legends prior to any resales, pledges, hypothecations or other transfers of the Units: "The [______] represented by this certificate have not been listed on a national securities exchange registered under Section 6 any securities laws and may not be transferred, nor will any assignee, vendee, transferee, or endorsee hereof be recognized as having an interest in such [______] by the Company for any purpose, unless (a) the stockholder wishing to transfer the [______] provides an opinion of counsel satisfactory to the Company stating that the proposed transfer of the [______] is exempt from the registration provisions of all applicable federal and state laws, (b) said securities have been registered pursuant to the Securities Exchange Act of 19341933, as amended (the "Exchange Act")) and a registration statement under the Act with respect to such [______] shall then be in effect and such transfer has been qualified under applicable state securities laws, or quoted (c) in accordance with the provisions of Regulation S under the Act." (f) Stop transfer instructions have been or will be placed on a U.S. automated interdealer quotation system any certificates or other documents evidencing the Units, the Shares, the Warrants and (ii) are not of an open-end investment companythe Common Shares underlying the Shares and Warrants so as to restrict the resale, unit investment trust pledge, hypothecation or face-amount certificate company other transfer thereof in accordance with the provisions hereof. The parties agree that are, or are required the Company shall refuse to be, registered under Section 8 register any transfer of the Investment Company Act of 1940, as amended Units (the "Investment Company Act"), and or any securities issued upon conversion thereof) not made pursuant to registration under the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated Act or pursuant to an available exemption from registration under the Securities Act ("Rule 144A(d)(3accompanied by an opinion of counsel acceptable to the Company that such resale, transfer or other disposition is exempt from the registration provisions of all applicable federal and state laws)". The Company shall not treat as the owner of the Units (or any securities issued upon conversion thereof), or otherwise accord voting or dividend rights to, any transferee to whom Units (or any securities issued upon conversion thereof) have been transferred in contravention of this Agreement. (dg) Neither the Company nor the Trust isThe Investor is not subscribing for Units as a result of or subsequent to any advertisement, andarticle, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefromnotice or other communication published in any newspaper, neither the Company nor the Trust will bemagazine, an "investment company" or an entity "controlled" by an "investment company," in each case within the meaning of Section 3(a) of the Investment Company Actsimilar media or broadcast over television or radio, or presented at any seminar or meeting. (eh) Neither The Investor agrees to furnish any additional information requested to assure compliance with applicable federal and state Securities Laws in connection with the Company nor purchase and sale of this Units. (i) The Investor understands that the Trust has paid Units, the Shares, the Warrants and the Common Shares underlying the Shares and Warrants are "restricted securities" under applicable federal securities laws and that the Securities Act and the rules of the Commission provide in substance that the Investor may dispose of such securities only pursuant to an effective registration statement under the Securities Act or agreed an exemption therefrom. (j) The Investor agrees: (i) that the Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Units, the Shares, the Warrants and the Common Shares underlying the Shares and Warrants or make any offer or attempt to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase do any of the Securitiesforegoing, except pursuant to a registration of such securities under the Securities Act and all applicable U.S. state securities laws or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable U.S. state securities laws; (ii) that the Company and any transfer agent for the Fee and/or Units, the Shares, the Warrants and the Common Shares underlying the Shares and Warrants shall not be required to give effect to any other fee payable to the Company's Introducing Agent; provided, that purported transfer of any of such Introducing Agent has an agreement securities except upon compliance with the Purchaserforegoing restrictions; and (iii) that a restrictive legend will be placed on the certificates representing such securities. (k) The Investor has not offered or sold any portion of the subscribed for Units and has no present intention of dividing such Units with others or of reselling or otherwise disposing of any portion of such Units either currently or after the passage of a fixed or determinable period of time or upon the occurrence on nonoccurrence of any predetermined event or circumstance. (l) The Investor agrees to furnish any additional information requested to assure compliance with applicable U.S. Securities Laws in connection with the purchase and sale of the Units.

Securities Laws Matters. (a) Neither None of the Company nor the TrustExchangors, nor any of their "“Affiliates" ” (as defined in Rule 501(b) of Regulation D under the Securities Act ("“Regulation D"”)), nor any person acting on any of their behalf (except for the Introducing AgentHolders, as to which neither the Company nor the Trust make any representationno representation or warranty is made) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (b) Neither None of the Company nor the TrustExchangors, nor any of their Affiliates, nor any person acting on its or any of their behalf (except for the Purchaser and the Introducing AgentHolders, as to which neither the Company nor the Trust make any representationno representation or warranty is made) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "“directed selling efforts" ” within the meaning of Regulation S under the Securities Act ("“Regulation S"”) with respect to the Securities. (c) The Securities (i) are not and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "“Investment Company Act"”), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("“Rule 144A(d)(3)"”). (d) Neither None of the Company nor the Trust Exchangors is, and, immediately following consummation of the transactions contemplated hereby and the application hereby, none of the net proceeds therefrom, neither the Company nor the Trust Exchangors will be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company," ” in each case within the meaning of Section 3(a) of the Investment Company Act. (e) Neither None of the Company nor the Trust has Exchangors have paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with the Purchaser.

Securities Laws Matters. Seller acknowledges and agrees that the shares of Parent Common Stock comprising the Stock Consideration are "restricted securities" under federal and state securities laws and that the following restrictions and limitations are applicable to the Stock Consideration and Seller’s re-sales, pledges, hypothecations or other transfers of the Stock Consideration pursuant to the Securities Act of 1933, as amended: (a) Neither Seller agrees that the Company nor the TrustStock Consideration shall not be sold, nor any of their "Affiliates" (as defined in Rule 501(b) of Regulation D under the Securities Act ("Regulation D"))pledged, nor any person acting on any of their behalf (except for the Introducing Agent, as to which neither the Company nor the Trust make any representation) has, directly hypothecated or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration otherwise transferred unless registered under the Securities Act of any of the Securities1933 and applicable state securities laws or exempted therefrom. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect As an inducement to the Securities. (c) The Securities (i) are not parties to consummate the transactions contemplated by this Agreement, Seller will not, during the period beginning on the date that is 6 months following the Closing Date and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended ending 12 months thereafter (the "Exchange ActLock Up Period") (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option, or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment companycontract to purchase, unit investment trust purchase any option or face-amount certificate company that arecontract to sell, grant any option, right or warrant to purchase, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("Rule 144A(d)(3)"). (d) Neither the Company nor the Trust is, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will be, an "investment company" transfer or an entity "controlled" by an "investment company," in each case within the meaning of Section 3(a) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entitydispose of, directly or indirectly, any fees of the shares comprising the Stock Consideration or any securities convertible into or exercisable or exchangeable for the shares comprising the Stock Consideration (including, without limitation, the shares comprising the Stock Consideration which may be deemed to be beneficially owned by Seller in accordance with the rules and regulations of the Securities and Exchange Commission) or (2) enter into any swap or other compensation for soliciting another to purchase agreement that transfers, in whole or in part, any of the Securitieseconomic consequence of ownership of the shares comprising the Stock Consideration, except whether any such transaction described in (1) or (2) is to be settled by delivery of any of the shares comprising the Stock Consideration or such other securities. Notwithstanding the foregoing, Parent hereby agrees to release the restrictions in this paragraph for any transaction described in (1) or (2) for up to (but not exceeding) 1/12 of the shares comprising the Stock Consideration per month (on a non-cumulative basis) during the Lock Up Period. (c) A legend in substantially the following form has been or will be placed on the shares comprising the Stock Consideration: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, UNLESS AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY SHALL HAVE BEEN RECEIVED BY THE COMPANY TO THE EFFECT THAT SUCH SALE, TRANSFER OR ASSIGNMENT WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, AND OTHER APPLICABLE STATE SECURITIES LAWS. ANY DISPOSITION, GRANT OR OTHER TRANSFER OF ANY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK UP AGREEMENT, CONTAINED IN AN ASSET ACQUISITION AGREEMENT EXECUTED BY THE RECORD HOLDER HEREOF, A COPY OF WHICH WILL BE MAILED TO ANY HOLDER OF THIS CERTIFICATE WITHOUT CHARGE AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR. (d) In furtherance of the foregoing, any duly appointed transfer agent for the Fee and/or registration and transfer of the Stock Consideration is hereby authorized to decline to make any other fee payable to transfer of securities if such transfer would constitute a violation or breach of the Company's Introducing Agent; provided, that such Introducing Agent has an agreement foregoing provisions. (e) In connection with the Purchaserpurchase and sale of the Stock Consideration hereunder, Seller represents and warrants to Parent that: (i) The Stock Consideration to be acquired by Seller pursuant to this Agreement will be acquired for Seller’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Stock Consideration will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Seller is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Parent Common Stock. (iii) Seller is able to bear the economic risk of his investment in the Stock Consideration for an indefinite period of time because the Stock Consideration has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Seller has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Stock Consideration and has had sufficient access to such other information concerning Parent has Seller has requested.

Securities Laws Matters. (a) Neither the Company nor the Trust, nor any of their "Affiliates" The Purchaser is an “accredited investor” as defined in NI 45-106. (b) The Purchaser is an “accredited investor” as defined in Rule 501(b501(a) of Regulation D under the U.S. Securities Act ("Regulation D")), nor any person acting on any of their behalf (except for the Introducing Agent, as to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect to the SecuritiesAct. (c) The Purchaser is purchasing as principal or is deemed to be purchasing as principal in accordance with Securities (i) are Laws, for its own account and not and have not been listed on a national securities exchange registered under Section 6 as agent for the benefit of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("Rule 144A(d)(3)")another Person. (d) Neither The Purchaser is not purchasing the Company nor Subscription Shares as a result of any form of “general solicitation” or “general advertising” (as such terms are defined in Regulation D under the Trust isU.S. Securities Act) including advertisements, andarticles, immediately following consummation notices or other communications published in any newspaper, magazine or similar media (including any press release of the transactions contemplated hereby and Company) or broadcast over the application of the net proceeds therefromInternet, neither the Company nor the Trust will beradio, an "investment company" or an entity "controlled" television, or any seminar or meeting whose attendees have been invited by an "investment company," in each case within the meaning of Section 3(a) of the Investment Company Actgeneral solicitation or general advertising. (e) Neither The Purchaser was not created or used solely to purchase or hold securities in reliance on: (i) the exemption from the prospectus requirement in Section 2.10 of NI 45-106; or (ii) the registration exemption provided by section 4(a)(2) of the U.S. Securities Act or Rule 506(b) of Regulation D thereunder, or any similar registration exemptions under any U.S. state Securities Laws. (f) The Purchaser is acquiring the Subscription Shares without a view to immediate resale or distribution of any part thereof and will not resell or otherwise transfer or dispose of the Subscription Shares or any part thereof except in accordance with the provisions of Securities Laws. (g) The Purchaser acknowledges and understands that: (i) the Subscription Shares will be issued as “restricted securities” (as defined in Rule 144(a)(3) under the U.S. Securities Act); and (ii) the Company nor the Trust has paid may make a notation on its records or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable give instructions to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with ’s registrar and transfer agent in order to implement the Purchaserrestrictions on transfer set forth and described herein.

Securities Laws Matters. (a) Neither The Purchaser is an "accredited investor" as defined in NI 45-106. (b) The Purchaser is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Company nor U.S. Securities Act. (c) The Purchaser is purchasing as principal or is deemed to be purchasing as principal in accordance with Securities Laws, for its own account and not as agent for the Trustbenefit of another Person. (d) The Purchaser is not purchasing the Subscription Shares as a result of any form of "general solicitation" or "general advertising" (as such terms are defined in Regulation D under the U.S. Securities Act) including advertisements, nor articles, notices or other communications published in any newspaper, magazine or similar media (including any press release of their the Company) or broadcast over the Internet, radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (e) The Purchaser was not created or used solely to purchase or hold securities in reliance on: (i) the exemption from the prospectus requirement in Section 2.10 of NI 45-106; or (ii) the registration exemption provided by section 4(a)(2) of the U.S. Securities Act and/or Rule 506(b) of Regulation D thereunder, or any similar registration exemptions under any U.S. state Securities Laws. (f) The Purchaser is acquiring the Subscription Shares without a view to immediate resale or distribution of any part thereof and will not resell or otherwise transfer or dispose of the Subscription Shares or any part thereof except in accordance with the provisions of Securities Laws. (g) The Purchaser acknowledges and understands that: (i) the Subscription Shares will be issued as "Affiliatesrestricted securities" (as defined in Rule 501(b144(a)(3) of Regulation D under the U.S. Securities Act ("Regulation D"Act)), nor any person acting on any of their behalf (except for the Introducing Agent, as to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities.; and (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect to the Securities. (c) The Securities (i) are not and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("Rule 144A(d)(3)"). (d) Neither the Company nor the Trust is, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will be, an "investment company" may make a notation on its records or an entity "controlled" by an "investment company," in each case within the meaning of Section 3(a) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable give instructions to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with registrar and transfer agent in order to implement the Purchaserrestrictions on transfer set forth and described herein.

Securities Laws Matters. (a) Neither the Company nor the TrustParent, nor any of their "Affiliates" its “affiliates” (as defined in Rule 501(b) of Regulation D under the Securities Act ("Regulation D")), nor any person acting on any of their behalf (except for the Introducing Agent, as to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person Person acting on its or their behalf (except for the Purchaser and the Introducing Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the SecuritiesConvertible Preferred Stock, the Securities or the Units. (iiib) engaged Assuming the accuracy of the representations and warranties of the Purchaser and compliance with the terms of this Agreement, it is not necessary in any "directed selling efforts" within connection with the meaning sale and delivery of Regulation S the Units, the Preferred Shares or the Conversion Shares by the Parent in the manner contemplated by this Agreement to register the Units, the Preferred Shares or the Conversion Shares under the Securities Act ("Regulation S") with respect to Act, the SecuritiesSecurities Offering Regulations of the OTS or other applicable federal law. (c) The Securities Units, the Preferred Shares and the Conversion Shares (i) are not and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or quoted on a U.S. automated interdealer quotation system system, and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Securities Units, the Preferred Shares and the Conversion Shares otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("Rule 144A(d)(3)")Act. (d) Neither the Company nor the Trust isThe Parent is not, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will shall not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company," ” in each case within the meaning of Section 3(a3(a)(1) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable to the Company's Introducing Agent; provided, that such Introducing Agent has an agreement with the Purchaser.

Securities Laws Matters. (ai) Neither the Company nor the Trust, nor any of their "“Affiliates" ” (as defined in Rule 501(b) of Regulation D under the Securities Act ("“Regulation D"”)), nor any person acting on any of their behalf (except for the Introducing Agent, as to which neither the Company nor the Trust make any representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Securities. (bii) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (except for the Purchaser and the Introducing Agent, as to which neither the Company nor the Trust make any representation) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged in any "“directed selling efforts" ” within the meaning of Regulation S under the Securities Act ("“Regulation S"”) with respect to the Securities. (ciii) The Securities (i) are not and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), or quoted on a U.S. automated interdealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the "“Investment Company Act"”), and the Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act ("“Rule 144A(d)(3)"”). (div) Neither The Company is registered as a closed-end investment company that has elected to be treated as a “business development company” under the Investment Company nor Act and is in compliance with the terms thereof except where failure to comply with such terms could not reasonably be expected to, singly or in the aggregate, have a Material Adverse Effect. (v) The Trust isis not, and, immediately following consummation of the transactions contemplated hereby and the application of the net proceeds therefrom, neither the Company nor the Trust will not be, an "“investment company" or an entity "controlled" by an "investment company," in each case ” within the meaning of Section 3(a) of the Investment Company Act. (evi) Neither the Company nor the Trust has paid or agreed to pay to any person or entity, directly or indirectly, any fees or other compensation for soliciting another to purchase any of the Securities, except for the Fee and/or any other fee payable to the Company's Introducing Agent’s introducing agent; provided, that such Introducing Agent introducing agent has an agreement with the Purchaser. (vii) When issued, the Securities will not constitute 10% or more of the outstanding voting Securities of the Company and will not represent a controlling interest in the Company.