Common use of Securities Matters Clause in Contracts

Securities Matters. (a) The Seller is not a U.S. person as that term is defined under Regulation S of the Securities Act. The Seller was outside of the United States as of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller for its own account and not for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the investment in the Parent Shares. The Seller understands that the Parent Shares are being offered to it in reliance on a specific exemption from the registration requirements of U.S. federal and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registration. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. (ai) The Seller None of the Interests are registered under the Securities Act or any state securities laws. Such Member understands that the offering, issuance and sale of the Interests are intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements contained in this Agreement. Such Member is not a U.S. person an “accredited investor” as that such term is defined in Rule 501 of Regulation D promulgated under Regulation S the Securities Act. (ii) Neither the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed the merits of the offer or sale of the Interests. Such Member is acquiring the Interests solely for such Member’s own account for investment and not with a view to resale or distribution thereof in violation of the Securities Act. The Seller was outside . (iii) Such Member is unaware of, and is in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the United States as Interests, and no Member has taken any action which could give rise to any claim by any person for brokerage commissions, finders’ fees (without regard to any finders’ fees payable by the Company directly) or the like relating to the transactions contemplated hereby. (iv) Such Member is not relying on the Company or any of its officers, directors, employees, advisors or representatives with regard to the tax and other economic considerations of an investment in the Interests, and such Member has relied on the advice of only such Member’s advisors. (v) Such Member understands that the Interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws, or an exemption from registration is available. Such Member agrees that it will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the date of the execution and delivery Interests in violation of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller Agreement. (vi) Such Member has adequate means for providing for its own account current financial needs and not anticipated future needs and possible contingencies and emergencies and has no need for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser liquidity in the United States. The Seller acknowledges that the investment in the Parent Shares involves Interests. (vii) Such Member has significant prior investment experience, including investment in non-listed and non-registered securities. Such Member is knowledgeable about investment considerations and has a high degree sufficient net worth to sustain a loss of risk and further acknowledges that it can bear the economic risk of the such Member’s entire investment in the Parent SharesCompany in the event such a loss should occur. Such Member’s overall commitment to investments which are not readily marketable is not excessive in view of such Member’s net worth and financial circumstances and the purchase of the Interests will not cause such commitment to become excessive. The Seller understands investment in the Interests is suitable for such Member. (viii) Such Member represents to the Company that the Parent Shares are being offered information contained in this subparagraph (h) and in all other writings, if any, furnished to it in reliance on a specific the Company with regard to such Member (to the extent such writings relate to its exemption from registration under the Securities Act) is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration requirements of U.S. under federal and state securities laws and that in connection with the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registrationInterests. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. The Vendor, Amano and each Ethos Party (ai) The Seller has consulted with professional and legal advisors and has the requisite knowledge and experience in financial and business matters such that he, she or it is not a U.S. person as that term is defined under Regulation S capable of evaluating the Securities Act. The Seller was outside merits and risks of the United States as of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller for its own account and not for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The Seller acknowledges that the an investment in the Parent Consideration Shares involves a high degree of risk issued to Vendor in accordance with, and further acknowledges that it can as contemplated in, Sections 1.3 through 1.5; (ii) will be able to bear the economic risk of an investment by the Vendor in Consideration Shares (including the total loss thereof) for an indefinite period of time; (iii) acknowledges that he, she or it has not received a prospectus or an offering memorandum from Voyager in connection with the Vendor’s investment in Consideration Shares, that subscription for Consideration Shares has not been made through or as a result of, and the distribution thereof is not being accompanied by, any advertisement, including without limitation, printed public media, radio, television or telecommunications, including electronic display, or as part of a general solicitation, and that he, she or it has relied entirely on the publicly available information and documents of Voyager, on the representations and warranties set forth in Section 2.2 and on his, her or its own investigation in making the investment decision to receive Consideration Shares in consideration of entering into, and causing the Parent Vendor and the Merger Sub to enter into, this Agreement; (iv) represents and warrants that the Vendor is acquiring Consideration Shares as principal and not as a nominee or agent and is acquiring Consideration Shares for investment purposes only and not with a view to the resale or distribution of any part thereof and that he, she or it has no present intention of selling, granting any participation in, or otherwise distributing the Consideration Shares. The Seller ; (v) acknowledges that Voyager will file a report on Form 45-106F1 Report of Exempt Distribution and a Form D with the United States Securities and Exchange Commission and potentially make additional filings with United States’ state securities regulatory bodies in connection with the issuance of the Consideration Shares; (vi) acknowledges and agrees that the Consideration Shares will be subject to a hold period until the date that is four months and one day after the Closing Date, as well as the other resale restrictions described in Section 2.2(3); (vii) acknowledges and understands that the Parent Consideration Shares have not been registered under the U.S. Securities Act or the securities laws of any state of the United States (and may not be so registered in the future), and that the offer and sale of the Consideration Shares to Vendor is being made in reliance upon Rule 506 under the U.S. Securities Act and similar exemptions under applicable United States’ state securities laws; (viii) acknowledges and understands that the Consideration Shares are characterized as “restricted securities” under the U.S. Securities Act and Rule 144 promulgated thereunder inasmuch as they are being offered acquired in a transaction not involving a public offering, and that under the U.S. Securities Act and applicable regulations thereunder such securities may not be resold without registration under the U.S. Securities Act except in certain limited circumstances; (ix) understands and is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the U.S. Securities Act; (x) understands and acknowledges that Voyager is under no obligation to it in reliance on register any of the Consideration Shares, and that the Consideration Shares have not been, and will not be, registered under the U.S. Securities Act, by reason of a specific exemption from the registration requirements provisions of the U.S. federal Securities Act which depends upon, among other things, the bona fide nature of the investment intent and state securities laws and that the Parent is relying upon the truth and accuracy of the representationsVendor’s, warrantiesAmano’s and each Ethos Party’s representations as expressed herein; (xi) represents that, agreements, acknowledgments, on the date hereof and understandings on the date of the Seller set forth herein Closing, he, she or it is an accredited investor as defined in order to determine the applicability Rule 501(a) of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of Regulation D promulgated under the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registration. Act; (dxii) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences Ethos Parties, he or she resides in the state or province identified in the address of such person set forth in Section 7.8 for himself or herself and, with respect to Vendor and Amano, the Seller office or offices of Vendor and Amano in which its principal place of business is located at the purchase, receipt, respective address or ownership addresses of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges such person set forth in Section 7.8 for itself; and (xiii) represents that none of the ParentVendor, its AffiliatesAmano, the Ethos Parties or its representatives makes any of their respective affiliates has engaged, nor are the Vendor, Amano or the Ethos Parties aware that any other party has made engaged, and none of the Vendor, Amano or the Ethos Parties will engage or cause any representations or warranties third party to engage, in any directed selling efforts (as such term is defined in Section 902(c) of Regulation S) in the United States with respect to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such lawsTokens.

Securities Matters. (ai) The Seller None of the Interests are registered under the Securities Act or any state securities laws. Such Member understands that the offering, issuance and sale of the Interests are intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements contained in this Agreement. Such Member is not a U.S. person an "accredited investor" as that such term is defined in Rule 501 of Regulation D promulgated under Regulation S the Securities Act. (ii) Neither the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed the merits of the offer or sale of the Interests. Such Member is acquiring the Interests solely for such Member's own account for investment and not with a view to resale or distribution thereof in violation of the Securities Act. The Seller was outside . (iii) Such Member is unaware of, and in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the United States as Interests, and no Member has taken any action which could give rise to any claim by any person for brokerage commissions, finders' fees (without regard to any finders' fees payable by the Company directly) or the like relating to the transactions contemplated hereby. (iv) Such Member is not relying on the Company or any of its officers, directors, employees, advisors or representatives with regard to the tax and other economic considerations of an investment in the Interests, and such Member has relied on the advice of only such Member's advisors. (v) Such Member understands that the Interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws, or an exemption from registration is available. Such Member agrees that it will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the date of the execution and delivery Interests in violation of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller Agreement. (vi) Such Member has adequate means for providing for its own account current financial needs and not anticipated future needs and possible contingencies and emergencies and has no need for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser liquidity in the United States. The Seller acknowledges that the investment in the Parent Shares involves Interests. (vii) Such Member has significant prior investment experience, including investment in non-listed and non-registered securities. Such Member is knowledgeable about investment considerations and has a high degree sufficient net worth to sustain a loss of risk and further acknowledges that it can bear the economic risk of the such Member's entire investment in the Parent SharesCompany in the event such a loss should occur. Such Member's overall commitment to investments which are not readily marketable is not excessive in view of such Member's net worth and financial circumstances and the purchase of the Interests will not cause such commitment to become excessive. The Seller understands investment in the Interests is suitable for such Member. (viii) Such Member represents to the Company that the Parent Shares are being offered information contained in this subparagraph (h) and in all other writings, if any, furnished to it in reliance on a specific the Company with regard to such Member (to the extent such writings relate to its exemption from registration under the Securities Act) is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration requirements of U.S. under federal and state securities laws and that in connection with the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registrationInterests. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. (a) The Seller Parent has such knowledge, sophistication and experience in financial and business matters that it is not a U.S. person as that term is defined under Regulation S capable of evaluating the merits and risks of the Securities Act. The Seller was outside receipt of the United States as Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued ability to the Seller for its own account and not for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent Shares. The Seller understands that the Parent Shares are being offered to it in reliance on Stock Consideration has not been registered under the Securities Act, by reason of a specific exemption from the registration requirements provisions of U.S. federal the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein Parent’s representations as expressed in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Sharesthis Section 4.23. (c) The Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or Stock Consideration must be held indefinitely unless a sale of the Parent Shares occurs outside of the U.S. and Stock Consideration is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be subsequently registered pursuant to under the Securities Act or transferred or sold pursuant to an available exemption from registration. (d) The such registration is available. Seller understands and agrees that each certificate or entry in the records Parent is aware of the Transfer Agent representing any provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent Shares shall bear a legend or a notation with language subject to the effect satisfaction of certain conditions. Seller Parent is aware that the following (in addition Stock Consideration is subject to any other legend or notation required restrictions on resale under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such Israeli securities laws.

Securities Matters. (a) The Seller is not a U.S. person as that term is defined under Regulation S of the Securities Act. The Seller was outside of the United States as of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Buyer Preferred Stock, the Parent Shares are being issued to Preferred Stock, the Seller for its own account and not for distribution nor on behalf of any U.S. personParent Common Stock, the Parent Stockholder Options, the Buyer Common Stock and the sale and issuance common stock of Parent transferred to Seller upon exercise of the Parent Stockholder Options (the "Option Stock") have not been pre-arranged with a purchaser in registered under the United States. The Seller acknowledges that Securities Act of 1933, as amended and applicable state securities laws (collectively the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the investment in the Parent Shares. The Seller understands that the Parent Shares are being offered to it "Acts") in reliance on a specific exemption available exemptions from the registration requirements of U.S. federal and state securities laws and that thereof. The Buyer Preferred Stock, the Parent is relying upon Preferred Stock, the truth and accuracy of Parent Common Stock, the representationsParent Stockholder Options, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions Buyer Common Stock and the suitability of Option Stock are sometimes collectively referred to herein as the Seller to be issued the Parent Shares"Securities." (b) The Seller has been furnished with had access to and an opportunity to inspect all publicly available materials relevant information relating to Buyer, Parent and Sterling sufficient to enable Seller to evaluate the merits and risks of its acquisition of the Securities. Seller also has had the opportunity to ask questions and receive answers respecting, and to obtain such additional information as Seller has desired regarding, the business, financesfinancial condition and affairs of Buyer, Parent and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent SharesSterling. (c) The Seller acknowledges has such knowledge and experience in financial and business matters that Seller is capable of evaluating the Parent Shares are freely transferable merits and without restriction if the transfer or sale risks of its acquisition of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registrationSecurities. (d) The Seller understands and agrees that each certificate or entry in the records Seller's acquisition of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to Securities is and the effect acquisition by Seller of the following (Option Stock upon exercise of the Parent Stockholder Options will be, for Seller's own account for investment purposes, and without a view to, or for offer or sale on behalf of Buyer, Sterling or Parent or any of the existing stockholders of Parent in addition to connection with, the distribution thereof or any other legend portion thereof. Seller is not participating and does not have a participation in any such distribution or notation required under Applicable Law) so long as the underwriting of any such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACTdistribution.” (e) The Seller understands that the Securities must be held for an indefinite period of time unless subsequently registered under the Acts or exemptions from the registration requirements thereof are available. (f) Seller has had been advised by Buyer and Parent that (i) Rule 144 under the opportunity to consult its own Tax advisors with respect Securities Act at present is not applicable to the Tax consequences to Securities and (ii) registration under the Seller Acts or exemptions from the registration requirements thereof will be required for any subsequent sale or other distribution of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such lawsSecurities.

Securities Matters. (ai) The Seller None of the membership interests are registered under the Securities Act or any state securities laws. Such Member understands that the offering, issuance and sale of the Interests are intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements contained in this Agreement. Such Member is not a U.S. person an “accredited investor” as that such term is defined in Rule 501 of Regulation D promulgated under Regulation S the Securities Act. (ii) Neither the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed the merits of the offer or sale of the Interests. Such Member is acquiring the membership interests solely for such Member’s own account for investment and not with a view to resale or distribution thereof in violation of the Securities Act. The Seller was outside . (iii) Such Member is unaware of, and in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the United States as membership interests, and no Member has taken any action which could give rise to any claim by any person, other than J▇▇▇▇ Lang LaSalle, for brokerage commissions, finders’ fees or the like relating to the transactions contemplated hereby. (iv) Such Member is not relying on the Company or any of its officers, directors, employees, advisors or representatives with regard to the tax and other economic considerations of an investment in the Interests, and such Member has relied on the advice of only such Member’s advisors. (v) Such Member understands that the membership interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws, or an exemption from registration is available. Such Member agrees that it will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the date of the execution and delivery membership interests in violation of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller Agreement. (vi) Such Member has adequate means for providing for its own account current financial needs and not anticipated future needs and possible contingencies and emergencies and has no need for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser liquidity in the United States. The Seller acknowledges that the investment in the Parent Shares involves membership interests. (vii) Such Member is knowledgeable about investment considerations and has a high degree sufficient net worth to sustain a loss of risk and further acknowledges that it can bear the economic risk of the such Member’s entire investment in the Parent SharesCompany in the event such a loss should occur. The Seller understands investment in the membership interests is suitable for such Member. (viii) Such Member represents to the Company that the Parent Shares are being offered information contained in this subparagraph (h) and in all other writings, if any, furnished to it in reliance on a specific the Company with regard to such Member (to the extent such writings relate to its exemption from registration under the Securities Act) is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration requirements of U.S. under federal and state securities laws and that in connection with the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made Interests. Each Member’s Capital Contributions have been raised in compliance with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registration. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)as amended, OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such applicable state securities laws.

Securities Matters. (a) The Seller agrees that Seller was in a position to obtain information from Buyer that has enabled it to evaluate its investment in Buyer. Seller has had an opportunity to ask questions of and obtain additional information from the officers of Buyer concerning the business and financial condition of Buyer and its anticipated business. (b) In the transaction subject to this Agreement, Seller is not a U.S. person as that term is defined under Regulation S of acquiring the Securities Act. The Seller was outside of the United States as of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller Common Stock for its own account for investment purposes, and not for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The view to distribution. (c) Seller acknowledges that Buyer has not registered with the investment SEC or any state agency any of the Common Stock that will be issued to Seller as part of the Purchase Price. As such, it constitutes restricted securities. (d) Seller acknowledges (1) that Buyer has sustained losses in the Parent Shares involves a high degree of risk past; (2) that there can be no assurance that net income will be realized by Buyer or its affiliates; and further acknowledges (3) as such, there can be no assurance that it can Seller will receive any return on its investment. (e) Seller understands that there is no assurance that the Company will achieve any net income that is passed on to Seller. Seller is an entity that is able to bear the economic risk of the an investment in the Parent SharesCommon Stock Buyer. The In making this statement, Seller has considered whether it could afford to hold the Common Stock for an indefinite period and whether, at this time, it could afford a complete loss of its investment. (f) Seller understands and acknowledges that although the Parent Shares are being offered Common Stock it receives as part of the Purchase Price might be able to be transferred without registration under the Act, any such transfer may be subject to registration under applicable state securities laws. Seller agrees that it in reliance on a specific will not sell or otherwise transfer that Common Stock unless it is registered, or unless an exemption from the registration requirements of U.S. any federal and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly registration requirements are available materials relating to the business, finances, and operation satisfaction of the ParentBuyer. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer the certificate(s) evidencing that Common Stock can contain a restrictive legend, in a form the same as or resale of similar to the Parent Shares on any U.S. securities exchange or to a U.S. person shall be following: “The shares represented by this certificate have not been registered pursuant to under the Securities Act of 1933, as amended (the “Act”), or under the comparable provisions of the securities laws of any state or other jurisdiction; and are therefore “restricted securities” as defined in Rule 144 under the Act. The shares may not be offered for sale, sold, or otherwise transferred or sold except pursuant to an available effective registration statement under the Act and other applicable laws, or pursuant to an exemption from registration. (d) The Seller understands registration under the Act and agrees that each certificate or entry in other applicable laws, the records availability of which is to be established to the satisfaction of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACTcorporation.” (eg) The Seller has had agrees that the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Common Stock acquired by Seller as part of the purchase, receiptPurchase Price will not be resold, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliatesoffered for resale, or its representatives makes or has made any representations or warranties to otherwise transferred by Seller for a period of at least six months after the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent SharesClosing Date. (h) SELLER ACKNOWLEDGES AND AGREES THAT NEITHER BUYER, including the Tax consequences under Applicable Law and the possible effects of changes in such lawsNOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, OR AGENTS MAKES ANY REPRESENTATIONS OR WARRANTIES (1) CONCERNING THE PAST PERFORMANCE OF BUYER OR ITS AFFILIATES AND THEIR RESPECTIVE BUSINESSES, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT; OR (2) CONCERNING THE FUTURE PERFORMANCE OF BUYER OR ITS AFFILIATES AND THEIR RESPECTIVE BUSINESSES.

Securities Matters. (a) The Each Seller agrees that such Seller was in a position to obtain information from Buyer that has enabled it to evaluate its investment in Buyer. Such Seller has had an opportunity to ask questions of and obtain additional information from the officers of Buyer concerning the business and financial condition of Buyer and its anticipated business. (b) In the transaction subject to this Agreement, each Seller is not a U.S. person as that term is defined under Regulation S of acquiring the Securities Act. The Seller was outside of the United States as of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller Common Stock for its own account for investment purposes, and not for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The view to distribution. (c) Each Seller acknowledges that Buyer has not registered with the investment SEC or any state agency any of the Common Stock that will be issued to such Seller as part of the Purchase Price. As such, it constitutes restricted securities. (d) Each Seller acknowledges (1) that Buyer has sustained losses in the Parent Shares involves a high degree of risk past; (2) that there can be no assurance that net income will be realized by Buyer or its Affiliates; and further acknowledges (3) as such, there can be no assurance that it can such Seller will receive any return on its investment. (e) Each Seller understands that there is no assurance that Buyer will achieve any net income that is passed on to such Seller. Such Seller is an entity that is able to bear the economic risk of the an investment in the Parent SharesCommon Stock of Buyer. The In making this statement, such Seller has considered whether it could afford to hold the Common Stock for an indefinite period and whether, at this time, it could afford a complete loss of its investment. (f) Each Seller understands and acknowledges that although the Parent Shares are being offered Common Stock it receives as part of the Purchase Price might be able to be transferred without registration under the Act, any such transfer may be subject to registration under applicable state securities laws. Such Seller agrees that it in reliance on a specific will not sell or otherwise transfer that Common Stock unless it is registered, or unless an exemption from the registration requirements of U.S. any federal and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly registration requirements are available materials relating to the business, finances, and operation satisfaction of the ParentBuyer. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Such Seller agrees that any transfer the certificate(s) evidencing that Common Stock can contain a restrictive legend, in a form the same as or resale of similar to the Parent Shares on any U.S. securities exchange or to a U.S. person shall be following: “The shares represented by this certificate have not been registered pursuant to under the Securities Act of 1933, as amended (the “Act”), or under the comparable provisions of the securities laws of any state or other jurisdiction; and are therefore “restricted securities” as defined in Rule 144 under the Act. The shares may not be offered for sale, sold, or otherwise transferred or sold except pursuant to an available effective registration statement under the Act and other applicable laws, or pursuant to an exemption from registration. (d) The Seller understands registration under the Act and agrees that each certificate or entry in other applicable laws, the records availability of which is to be established to the satisfaction of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACTcorporation.” (eg) The Each Seller has had agrees that the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Common Stock acquired by such Seller as part of the purchase, receiptPurchase Price will not be resold, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliatesoffered for resale, or its representatives makes or has made any representations or warranties to otherwise transferred by such Seller for a period of at least twelve months after the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent SharesClosing Date. (h) EACH SELLER ACKNOWLEDGES AND AGREES THAT NEITHER BUYER, including the Tax consequences under Applicable Law and the possible effects of changes in such lawsNOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, OR AGENTS MAKES ANY REPRESENTATIONS OR WARRANTIES (1) CONCERNING THE PAST PERFORMANCE OF BUYER OR ITS AFFILIATES AND THEIR RESPECTIVE BUSINESSES, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT; OR (2) CONCERNING THE FUTURE PERFORMANCE OF BUYER OR ITS AFFILIATES AND THEIR RESPECTIVE BUSINESSES.

Securities Matters. (a1) The Seller None of the Interests are registered under the Securities Act or any state securities laws. Such Member understands that the offering, issuance and sale of the Interests are intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements contained in this Agreement. Such Member is not a U.S. person an “accredited investor” as that such term is defined in Rule 501 of Regulation D promulgated under Regulation S the Securities Act. (2) Neither the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed the merits of the offer or sale of the Interests. Such Member is acquiring the Interests solely for such Member’s own account for investment and not with a view to resale or distribution thereof in violation of the Securities Act. The Seller was outside . (3) Such Member is unaware of, and in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the United States Interests, and, except as provided in Section 12.2(f), no Member has taken any action which could give rise to any claim by any person for brokerage commissions, finders’ fees (without regard to any finders’ fees payable by the Company directly) or the like relating to the transactions contemplated hereby. (4) Such Member is not relying on the Company or any of its officers, directors, employees, advisors or representatives with regard to the tax and other economic considerations of an investment in the Interests, and such Member has relied on the advice of only such Member’s advisors. (5) Such Member understands that the Interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws, or an exemption from registration is available. Such Member agrees that it will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the date of the execution and delivery Interests in violation of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller Agreement. (6) Such Member has adequate means for providing for its own account current financial needs and not anticipated future needs and possible contingencies and emergencies and has no need for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser liquidity in the United States. The Seller acknowledges that the investment in the Parent Shares involves Interests. (7) Such Member has significant prior investment experience, including investment in non-listed and non-registered securities. Such Member is knowledgeable about investment considerations and has a high degree sufficient net worth to sustain a loss of risk and further acknowledges that it can bear the economic risk of the such Member’s entire investment in the Parent SharesCompany in the event such a loss should occur. Such Member’s overall commitment to investments which are not readily marketable is not excessive in view of such Member’s net worth and financial circumstances and the purchase of the Interests will not cause such commitment to become excessive. The Seller understands investment in the Interests is suitable for such Member. (8) Such Member represents to the Company that the Parent Shares are being offered information contained in this subparagraph (h) and in all other writings, if any, furnished to it in reliance on a specific the Company with regard to such Member (to the extent such writings relate to its exemption from registration under the Securities Act) is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration requirements of U.S. under federal and state securities laws and that in connection with the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registrationInterests. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. (a) The Seller WYI is not a U.S. person an “accredited investor” as that such term is defined in Rule 501(a) promulgated under Regulation S the Securities Act, and is financially able to hold the Stock Consideration to be received hereunder for long-term investment and to suffer a complete loss of such investment. The Stock Consideration to be received by WYI hereunder is being obtained by WYI for its own account for investment purposes, and not with a view to any distribution thereof in violation of the Securities Act. The Seller was outside WYI has had the opportunity to ask questions of the United States as Buyer and its officers and employees and to receive to WYI’s satisfaction such information about the business and financial condition of the date Buyer as WYI considers necessary or appropriate for deciding whether to acquire the Stock Consideration, and WYI is fully capable of understanding and evaluating the risks associated with the ownership of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller for its own account and not for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the investment in the Parent Shares. The Seller understands that the Parent Shares are being offered to it in reliance on a specific exemption from the registration requirements of U.S. federal and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller Stock Consideration to be issued the Parent Sharesreceived by WYI hereunder. (b) The Seller WYI has been furnished conducted its own diligence investigation with access to all publicly available materials relating respect to the businessmerits and risks associated with its investment in the Stock Consideration to be received by it hereunder. Notwithstanding that representatives of the Buyer may have provided information to WYI, financesWYI is not relying on, and operation has not relied on, any representation by the Buyer or any Affiliate or Representative of the Parent. The Seller understands that no governmental agency has passed on or made Buyer with respect to any recommendation or endorsement aspect of the Parent Sharesbusiness or prospects of the Buyer or its subsidiaries, other than the representations and warranties of the Buyer hereunder. (c) The Seller WYI understands and acknowledges that the Parent Shares Stock Consideration to be received by it hereunder are freely transferable “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Buyer in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to registration under the Securities Act or transferred or sold pursuant to an available exemption from registrationonly in certain limited circumstances. In addition, WYI represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. (a) The Each Seller agrees that such Seller was in a position to obtain information from Buyer that has enabled it to evaluate its investment in Buyer. Such Seller has had an opportunity to ask questions of and obtain additional information from the officers of Buyer concerning the business and financial condition of Buyer and its anticipated business. (b) In the transaction subject to this Agreement, each Seller is not a U.S. person as that term is defined under Regulation S of acquiring the Securities Act. The Seller was outside of the United States as of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller Common Stock for its own account for investment purposes, and not for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The view to distribution. (c) Each Seller acknowledges that Buyer has not registered with the investment SEC or any state agency any of the Common Stock that will be issued to such Seller as part of the Purchase Price. As such, it constitutes restricted securities. (d) Each Seller acknowledges (1) that Buyer has sustained losses in the Parent Shares involves a high degree of risk past; (2) that there can be no assurance that net income will be realized by Buyer or its Affiliates; and further acknowledges (3) as such, there can be no assurance that it can such Seller will receive any return on its investment. (e) Each Seller understands that there is no assurance that Buyer will achieve any net income that is passed on to such Seller. Such Seller is an entity that is able to bear the economic risk of the an investment in the Parent SharesCommon Stock of Buyer. The In making this statement, such Seller has considered whether it could afford to hold the Common Stock for an indefinite period and whether, at this time, it could afford a complete loss of its investment. (f) Each Seller understands and acknowledges that although the Parent Shares are being offered Common Stock it receives as part of the Purchase Price might be able to be transferred without registration under the Act, any such transfer may be subject to registration under applicable state securities laws. Such Seller agrees that it in reliance on a specific will not sell or otherwise transfer that Common Stock unless it is registered, or unless an exemption from the registration requirements of U.S. any federal and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly registration requirements are available materials relating to the business, finances, and operation satisfaction of the ParentBuyer. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Such Seller agrees that any transfer the certificate(s) evidencing that Common Stock can contain a restrictive legend, in a form the same as or resale of similar to the Parent Shares on any U.S. securities exchange or to a U.S. person shall be following: “The shares represented by this certificate have not been registered pursuant to under the Securities Act of 1933, as amended (the “Act”), or under the comparable provisions of the securities laws of any state or other jurisdiction; and are therefore “restricted securities” as defined in Rule 144 under the Act. The shares may not be offered for sale, sold, or otherwise transferred or sold except pursuant to an available effective registration statement under the Act and other applicable laws, or pursuant to an exemption from registration. (d) The Seller understands registration under the Act and agrees that each certificate or entry in other applicable laws, the records availability of which is to be established to the satisfaction of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACTcorporation.” (eg) The Each Seller has had agrees that the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Common Stock acquired by such Seller as part of the purchase, receiptPurchase Price will not be resold, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliatesoffered for resale, or its representatives makes or has made any representations or warranties to otherwise transferred by such Seller for a period of at least six months after the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent SharesClosing Date. (h) EACH SELLER ACKNOWLEDGES AND AGREES THAT NEITHER BUYER, including the Tax consequences under Applicable Law and the possible effects of changes in such lawsNOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, OR AGENTS MAKES ANY REPRESENTATIONS OR WARRANTIES (1) CONCERNING THE PAST PERFORMANCE OF BUYER OR ITS AFFILIATES AND THEIR RESPECTIVE BUSINESSES, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT; OR (2) CONCERNING THE FUTURE PERFORMANCE OF BUYER OR ITS AFFILIATES AND THEIR RESPECTIVE BUSINESSES.

Securities Matters. (a) The Each Seller is not financially able to hold the Consideration Shares received by such Seller for long-term investment and to suffer a U.S. person as complete loss of such Seller’s investment in that term is defined under Regulation S portion of the Securities ActConsideration Shares received by such Seller hereunder. The Consideration Shares received by each such Seller was outside of the United States as of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares hereunder are being issued to the obtained by each such respective Seller for his, her or its own account for investment purposes, and not for with a view to any distribution nor on behalf thereof in violation of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in the United Statesapplicable securities Laws. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the investment in the Parent Shares. The Seller understands that the Parent Shares are being offered to it in reliance on a specific exemption from the registration requirements of U.S. federal and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registration. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Each Seller has had the opportunity to consult ask questions of Parent and its officers and employees and to receive to such Seller’s satisfaction such information about the business and financial condition of Parent as such Seller considers necessary or appropriate for deciding whether to acquire the Consideration Shares, and such Seller is fully capable of understanding and evaluating the risks associated with the ownership of the Consideration Shares received by such Seller hereunder. (b) Each Seller receiving any Consideration Shares hereunder has conducted his, her or its own Tax advisors diligence investigation with respect to the Tax consequences merits and risks associated with his, her or its investment in the Consideration Shares to the be received by such Seller hereunder. Notwithstanding that representatives of Parent may have provided information to such Seller, such Seller is not relying on, and has not relied on, any representation by Parent or any Affiliate or Representative of Parent with respect to any aspect of the purchasebusiness or prospects of Parent or its Subsidiaries, receipt, or ownership other than the representations and warranties of the Parent Shares, including the Tax consequences under Applicable Law. The hereunder. (c) Each Seller understands and acknowledges that none of the ParentConsideration Shares received by such Seller hereunder are “restricted securities” under the United States federal securities Laws inasmuch as they are being acquired from Parent in a transaction not involving a public offering and that, its Affiliatesunder such Laws and applicable regulations, or its representatives makes or has made any representations or warranties to such securities may be resold without registration under the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes applicable United States securities Laws only in such lawscertain limited circumstances.

Securities Matters. (ai) The Seller None of the Interests are registered under the Securities Act or any state securities laws. Such Partner understands that the offering, issuance and sale of the Interests are intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements contained in this Agreement. Such Partner is not a U.S. person an “accredited investor” as that such term is defined in Rule 501 of Regulation D promulgated under Regulation S the Securities Act. (ii) Neither the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed the merits of the offer or sale of the Interests. Such Partner is acquiring the Interests solely for such Partner’s own account for investment and not with a view to resale or distribution thereof in violation of the Securities Act. The Seller was outside . (iii) Such Partner is unaware of, and in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the United States as Interests, and no Partner has taken any action which could give rise to any claim by any person for brokerage commissions, finders’ fees (without regard to any finders’ fees payable by the Partnership directly) or the like relating to the transactions contemplated hereby. (iv) Such Partner is not relying on the Partnership or any of its officers, directors, employees, advisors or representatives with regard to the tax and other economic considerations of an investment in the Interests, and such Partner has relied on the advice of only such Partner’s Advisors. (v) Such Partner understands that the Interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws, or an exemption from registration is available. Such Partner agrees that it will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the date of the execution and delivery Interests in violation of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller Agreement. (vi) Such Partner has adequate means for providing for its own account current financial needs and not anticipated future needs and possible contingencies and emergencies and has no need for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser liquidity in the United States. The Seller acknowledges that the investment in the Parent Shares involves Interests. (vii) Such Partner has significant prior investment experience, including investment in non-listed and non-registered securities. Such Partner is knowledgeable about investment considerations and has a high degree sufficient net worth to sustain a loss of risk and further acknowledges that it can bear the economic risk of the such Partner’s entire investment in the Parent SharesPartnership in the event such a loss should occur. Such Partner’s overall commitment to investments which are not readily marketable is not excessive in view of such Partner’s net worth and financial circumstances and the purchase of the Interests will not cause such commitment to become excessive. The Seller understands investment in the Interests is suitable for such Partner. (viii) Such Partner represents to the Partnership that the Parent Shares are being offered information contained in this subparagraph (h) and in all other writings, if any, furnished to it in reliance on a specific the Partnership with regard to such Partner (to the extent such writings relate to its exemption from registration under the Securities Act) is complete and accurate and may be relied upon by the Partnership in determining the availability of an exemption from registration requirements of U.S. under federal and state securities laws and that in connection with the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registrationInterests. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. (ai) The Seller None of the Interests are registered under the Securities Act or any state securities laws. Such Member understands that the offering, issuance and sale of the Interests are intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements contained in this Agreement. Such Member is not a U.S. person an “accredited investor” as that such term is defined in Rule 501 of Regulation D promulgated under Regulation S the Securities Act. (ii) Neither the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed the merits of the offer or sale of the Interests. Such Member is acquiring the Interests solely for such Member’s own account for investment and not with a view to resale or distribution thereof in violation of the Securities Act. The Seller was outside . (iii) Such Member is unaware of, and in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the United States as Interests, and no Member has taken any action which could give rise to any claim by any person for brokerage commissions, finders’ fees (without regard to any finders’ fees payable by the Company directly) or the like relating to the transactions contemplated hereby. (iv) Such Member is not relying on the Company or any of its officers, directors, employees, advisors or representatives with regard to the tax and other economic considerations of an investment in the Interests, and such Member has relied on the advice of only such Member’s advisors. (v) Such Member understands that the Interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws, or an exemption from registration is available. Such Member agrees that it will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the date of the execution and delivery Interests in violation of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller Agreement. (vi) Such Member has adequate means for providing for its own account current financial needs and not anticipated future needs and possible contingencies and emergencies and has no need for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser liquidity in the United States. The Seller acknowledges that the investment in the Parent Shares involves Interests. (vii) Such Member has significant prior investment experience, including investment in non-listed and non-registered securities. Such Member is knowledgeable about investment considerations and has a high degree sufficient net worth to sustain a loss of risk and further acknowledges that it can bear the economic risk of the such Member’s entire investment in the Parent SharesCompany in the event such a loss should occur. Such Member’s overall commitment to investments which are not readily marketable is not excessive in view of such Member’s net worth and financial circumstances and the purchase of the Interests will not cause such commitment to become excessive. The Seller understands investment in the Interests is suitable for such Member. (viii) Such Member represents to the Company that the Parent Shares are being offered information contained in this subparagraph (h) and in all other writings, if any, furnished to it in reliance on a specific the Company with regard to such Member (to the extent such writings relate to its exemption from registration under the Securities Act) is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration requirements of U.S. under federal and state securities laws and that in connection with the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registrationInterests. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. (ai) The Seller None of the Interests are registered under the Securities Act or any state securities laws. Such Partner understands that the offering, issuance and sale of the Interests are intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements contained in this Agreement. Such Partner is not a U.S. person an “accredited investor” as that such term is defined in Rule 501 of Regulation D promulgated under Regulation S the Securities Act. (ii) Neither the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed the merits of the offer or sale of the Interests. Such Partner has acquired the Interests solely for such Partner’s own account for investment and not with a view to resale or distribution thereof in violation of the Securities Act. The Seller was outside . (iii) Such Partner is unaware of, and in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the United States as Interests, and no Partner has taken any action which could give rise to any claim by any person for brokerage commissions, finders’ fees (without regard to any finders’ fees payable by the Partnership directly) or the like relating to the transactions contemplated hereby. (iv) Such Partner is not relying on the Partnership or any of its officers, directors, employees, advisors or representatives with regard to the tax and other economic considerations of an investment in the Interests, and such Partner has relied on the advice of only such Partner’s Advisors. (v) Such Partner understands that the Interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws, or an exemption from registration is available. Such Partner agrees that it will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the date of the execution and delivery Interests in violation of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller Agreement. (vi) Such Partner has adequate means for providing for its own account current financial needs and not anticipated future needs and possible contingencies and emergencies and has no need for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser liquidity in the United States. The Seller acknowledges that the investment in the Parent Shares involves Interests. (vii) Such Partner has significant prior investment experience, including investment in non-listed and non-registered securities. Such Partner is knowledgeable about investment considerations and has a high degree sufficient net worth to sustain a loss of risk and further acknowledges that it can bear the economic risk of the such Partner’s entire investment in the Parent SharesPartnership in the event such a loss should occur. Such Partner’s overall commitment to investments which are not readily marketable is not excessive in view of such Partner’s net worth and financial circumstances and the purchase of the Interests will not cause such commitment to become excessive. The Seller understands investment in the Interests is suitable for such Partner. (viii) Such Partner represents to the Partnership that the Parent Shares are being offered information contained in this subparagraph (h) and in all other writings, if any, furnished to it in reliance on a specific the Partnership with regard to such Partner (to the extent such writings relate to its exemption from registration under the Securities Act) is complete and accurate and may be relied upon by the Partnership in determining the availability of an exemption from registration requirements of U.S. under federal and state securities laws and that in connection with the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registrationInterests. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. (a1) The Seller None of the Interests are registered under the Securities Act or any state securities laws. Such Member understands that the offering, issuance and sale of the Interests are intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements contained in this Agreement. Such Member is not a U.S. person an "accredited investor" as that such term is defined in Rule 501 of Regulation D promulgated under Regulation S the Securities Act. (2) Neither the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed the merits of the offer or sale of the Interests. Such Member is acquiring the Interests solely for such Member's own account for investment and not with a view to resale or distribution thereof in violation of the Securities Act. The Seller was outside . (3) Such Member is unaware of, and in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the United States as Interests, and no Member has taken any action which could give rise to any claim by any person for brokerage commissions, finders' fees (without regard to any finders' fees payable by the Company directly) or the like relating to the transactions contemplated hereby. (4) Such Member is not relying on the Company or any of its officers, directors, employees, advisors or representatives with regard to the tax and other economic considerations of an investment in the Interests, and such Member has relied on the advice of only such Member's advisors. (5) Such Member understands that the Interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws, or an exemption from registration is available. Such Member agrees that it will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the date of the execution and delivery Interests in violation of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller Agreement. (6) Such Member has adequate means for providing for its own account current financial needs and not anticipated future needs and possible contingencies and emergencies and has no need for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser liquidity in the United States. The Seller acknowledges that the investment in the Parent Shares involves Interests. (7) Such Member has significant prior investment experience, including investment in non-listed and non-registered securities. Such Member is knowledgeable about investment considerations and has a high degree sufficient net worth to sustain a loss of risk and further acknowledges that it can bear the economic risk of the such Member's entire investment in the Parent SharesCompany in the event such a loss should occur. Such Member's overall commitment to investments which are not readily marketable is not excessive in view of such Member's net worth and financial circumstances and the purchase of the Interests will not cause such commitment to become excessive. The Seller understands investment in the Interests is suitable for such Member. (8) Such Member represents to the Company that the Parent Shares are being offered information contained in this subparagraph (h) and in all other writings, if any, furnished to it in reliance on a specific the Company with regard to such Member (to the extent such writings relate to its exemption from registration under the Securities Act) is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration requirements of U.S. under federal and state securities laws and that in connection with the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registrationInterests. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. (ai) The Seller is not a U.S. person as that term is defined under Regulation S an “accredited investor” within the meaning of the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act. The Seller was outside ”). (ii) Subject to the Plan of Reorganization, the United States as shares of Common Stock representing the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares Share Consideration are being issued acquired by Seller and not by any other person and for the account of Seller, not as a nominee or agent and not for the account of any other person. (iii) Subject to the Plan of Reorganization, Seller is acquiring the shares of Common Stock representing the Share Consideration for its own account and not for with a view toward the public sale or distribution nor on behalf of any U.S. personpart thereof by public or private sale or other disposition, and except pursuant to sales or other distributions registered under the sale and issuance have not been pre-arranged with a purchaser in the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the investment in the Parent Shares. The Seller understands that the Parent Shares are being offered to it in reliance on a specific Securities Act or under an exemption from the such registration requirements of U.S. and in compliance with applicable federal and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent SharesLaws. (biv) The Seller (A) has had reasonable opportunity to ask questions of and receive answers from Buyer concerning the acquisition of the shares of Common Stock representing the Share Consideration, (B) has been furnished permitted access, to Seller’s satisfaction, to Buyer’s annual report on Form 10-K for the year ended December 31, 2012 and all other public filings (the “SEC Filings”) made pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) through the Securities and Exchange Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”), and (C) understands that the acquisition of the shares of Common Stock representing the Share Consideration is subject to risks as stated in the risk factors disclosed in Buyer’s SEC Filings or as otherwise may be applicable to similar investments and acknowledges that it has had an opportunity to review, and upon review, fully understands such risk factors. (v) Seller (A) has provided each of its shareholders with a reasonable opportunity to ask questions of and receive answers from Buyer concerning the acquisition of the shares of Common Stock representing the Share Consideration, (B) has provided each of its shareholders with access to Buyer’s annual report on Form 10-K for the year ended December 31, 2012 and with access to all publicly available materials relating to the business, financesother SEC Filings of Buyer through ▇▇▇▇▇, and operation (C) has provided each of its shareholders with a shareholder letter in the Parent. The Seller understands form attached hereto as Exhibit C (each, a “Shareholder Letter”) and requested that no governmental agency has passed on or made any recommendation or endorsement of each such shareholder execute and return the Parent SharesShareholder Letter to Seller. (cvi) The shares of Common Stock representing the Share Consideration were not offered to Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer by way of general solicitation or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that general advertising by any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registrationmeans. (dvii) The Seller understands and agrees that each certificate the shares of Common Stock representing the Share Consideration have not been registered or entry in qualified under the records of the Transfer Agent representing Securities Act or any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The applicable state securities Laws and Seller has had provided notice to each of its shareholders that the opportunity to consult its own Tax advisors with respect to shares of Common Stock representing the Tax consequences to Share Consideration have not been registered or qualified under the Seller of the purchase, receipt, Securities Act or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such lawsapplicable state securities Laws.

Securities Matters. (ai) The Seller None of the Interests are registered under the Securities Act or any state securities laws. Such Member understands that the offering, issuance and sale of the Interests are intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements contained in this Agreement. Such Member is not a U.S. person an “accredited investor” as that such term is defined in Rule 501 of Regulation D promulgated under Regulation S the Securities Act. (ii) Neither the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed the merits of the offer or sale of the Interests. Such Member is acquiring the Interests solely for such Member’s own account for investment and not with a view to resale or distribution thereof in violation of the Securities Act. The Seller was outside . (iii) Such Member is unaware of, and in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the United States as Interests, and no Member has taken any action which could give rise to any claim by any person for brokerage commissions, finders’ fees (without regard to any finders’ fees payable by the Company directly) or the like relating to the transactions contemplated hereby. (iv) Such Member is not relying on the Company or any of its officers, directors, employees, advisors or representatives with regard to the tax and other economic considerations of an investment in the Interests, and such Member has relied on the advice of only such Member’s advisors. (v) Such Member understands that the Interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws, or an exemption from registration is available. Such Member agrees that it will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the date of the execution and delivery Interests in violation of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller Agreement. (vi) Such Member has adequate means for providing for its own account current financial needs and not anticipated future needs and possible contingencies and emergencies and has no need for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser liquidity in the United States. The Seller acknowledges that the investment in the Parent Shares involves Interests. Except for Bluerock, such Member was not formed for the specific purpose of acquiring the Interests. (vii) Such Member has significant prior investment experience, including investment in non-listed and non-registered securities. Such Member is knowledgeable about investment considerations and has a high degree sufficient net worth to sustain a loss of risk and further acknowledges that it can bear the economic risk of the such Member’s entire investment in the Parent SharesCompany in the event such a loss should occur. Such Member’s overall commitment to investments which are not readily marketable is not excessive in view of such Member’s net worth and financial circumstances and the purchase of the Interests will not cause such commitment to become excessive. The Seller understands investment in the Interests is suitable for such Member. (viii) Such Member represents to the Company that the Parent Shares are being offered information contained in this subparagraph (h) and in all other writings, if any, furnished to it in reliance on a specific the Company with regard to such Member (to the extent such writings relate to its exemption from registration under the Securities Act) is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration requirements of U.S. under federal and state securities laws and that in connection with the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registrationInterests. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. (a) The Seller None of the Interests are registered under the Securities Act or any state securities laws. Such Member understands that the offering, issuance and sale of the Interests are intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements contained in this Agreement. Such Member is not a U.S. person an “accredited investor” as that such term is defined in Rule 501 of Regulation D promulgated under Regulation S the Securities Act. (b) Neither the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed the merits of the offer or sale of the Interests. Such Member is acquiring the Interests solely for such Member’s own account for investment and not with a view to resale or distribution thereof in violation of the Securities Act. The Seller was outside . (c) Such Member is unaware of, and is in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the United States as Interests, and no Member has taken any action which could give rise to any claim by any person for brokerage commissions, finders’ fees (without regard to any finders’ fees payable by the Company directly) or the like relating to the transactions contemplated hereby. (d) Such Member is not relying on the Company or any of its officers, directors, employees, advisors or representatives with regard to the tax and other economic considerations of an investment in the Interests, and such Member has relied on the advice of only such Member’s advisors. (e) Such Member understands that the Interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws, or an exemption from registration is available. Such Member agrees that it will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the date of the execution and delivery Interests in violation of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller Agreement. (f) Such Member has adequate means for providing for its own account current financial needs and not anticipated future needs and possible contingencies and emergencies and has no need for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser liquidity in the United States. The Seller acknowledges that the investment in the Parent Shares involves Interests. (g) Such Member has significant prior investment experience, including investment in non-listed and non-registered securities. Such Member is knowledgeable about investment considerations and has a high degree sufficient net worth to sustain a loss of risk and further acknowledges that it can bear the economic risk of the such Member’s entire investment in the Parent SharesCompany in the event such a loss should occur. Such Member’s overall commitment to investments which are not readily marketable is not excessive in view of such Member’s net worth and financial circumstances and the purchase of the Interests will not cause such commitment to become excessive. The Seller understands investment in the Interests is suitable for such Member. (h) Such Member represents to the Company that the Parent Shares are being offered information contained in this paragraph 8 and in all other writings, if any, furnished to it in reliance on a specific the Company with regard to such Member (to the extent such writings relate to its exemption from registration under the Securities Act) is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration requirements of U.S. under federal and state securities laws and that in connection with the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside Interests. 1. Taxes and assessments that have become a lien against the property but are not yet due and payable. The Company assumes no liability for tax increases occasioned by retroactive revaluation, changes in the land usage or loss of any exemption status for the insured premises. 2. Rights of tenants under unrecorded leases, if any. 3. Grant of Easement in favor of the U.S. Township of A▇▇ Arbor, as recorded in Liber 1975, page 982, and is made with a non-U.S. person subject recorded December 31, 1986 in Liber 2106, page 140, Washtenaw County Records. 4. Easement Agreements between Village Green of A▇▇ Arbor Associates Limited Partnership and HSF Associates, II, as recorded October 30, 1987 in Liber 2185, Page 893 and amended, January 4, 1995 in Liber 3065, Page 682, Washtenaw County Records. 5. Declaration of Easements and the terms and conditions therein, executed by Village Green of A▇▇ Arbor Associates, as recorded October 30, 1987 in Liber 2185, Page 904 and amended, July 31, 1990 in Liber 2425, Page 180, Washtenaw County Records. 6. Underground Distribution Easement (Right of Way), in favor of The Detroit Edison Company, Michigan B▇▇▇ Telephone Company and Columbia Cable of Michigan, as recorded November 4, 1987 in Liber 2186, Page 899, Washtenaw County Records. 7. Overhead Right of Way in favor of The Detroit Edison Company, as recorded May 18, 1989 in Liber 2317, Page 406, Washtenaw County Records. 8. Subject to applicable foreign securities laws. The Seller agrees that any transfer or resale the rights of the Parent Shares on public or any U.S. securities exchange governmental unit in any part of subject property taken, deeded or used for road, street or highway purposes as to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registrationD▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇-▇▇. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. (ai) The Seller Licensor acknowledges its understanding that the issuance of the Consideration Shares hereunder is not a U.S. person intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). In furtherance thereof, each of Licensor hereby jointly and severally represents and warrants to the Licensee that it is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under Regulation S of the Securities Act. The Seller was outside of Licensor is acquiring the United States as of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Consideration Shares are being issued to the Seller for its own account as principal, not as a nominee or agent, for investment purposes only, and not for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such shares or any portion thereof. Each Licensor has the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can financial ability to bear the economic risk of its investment. Each Licensor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Parent Sharesshares being issued to it hereunder. The Seller Each Licensor has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the issuance of the shares, Licensee, and all other information to the extent Licensee possesses such information or can acquire it without unreasonable effort or expense. (ii) Licensor understands that the Parent Consideration Shares are being offered to it in reliance on a specific exemption from the registration requirements of U.S. federal and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall will not be registered pursuant to under the Securities Act or transferred or sold pursuant to an available exemption from registration. (d) The Seller the securities laws of any state thereof, nor is such registration contemplated. Licensor understands and agrees further that each certificate such shares must be held and may not be transferred until and unless the shares are registered under the Securities Act and the securities laws of any other jurisdiction or entry in an exemption from registration under the records Securities Act and any applicable laws is available. Licensor understands that legends stating that the shares have not been registered under the Securities Act and the securities laws of any other jurisdiction and setting out or referring to the restrictions on the transferability and resale of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to shares will be placed on all documents evidencing the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACTshares.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. (a) The Seller Lender is not a U.S. person purchasing the Debentures and Warrants as that term is defined under Regulation S of the Securities Act. The Seller was outside of the United States as of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller principal for its own account account, not for the benefit of any other Person, for investment only and not for with a view to the resale or distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the investment in the Parent Shares. The Seller understands that the Parent Shares are being offered to it in reliance on a specific exemption from the registration requirements of U.S. federal and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Sharespart thereof. (b) The Seller has been furnished with access to all publicly available materials relating to the business, financesLender is an “accredited investor” as defined in NI 45-106, and operation of has so indicated by checking the Parent. The Seller understands box opposite the appropriate category on Schedule “A” attached hereto which so describes it and acknowledges that no governmental agency has passed on or by signing this Agreement it is certifying that the statements made any recommendation or endorsement of by checking the Parent Sharesappropriate accredited investor category are true. (c) The Seller Lender is a U.S. Accredited Investor and is acquiring the Debentures and Warrants for its own account, and for investment and not with a view to any resale, distribution or other disposition of the Debentures, Warrants, or Shares in violation of United States federal or state securities Laws and the Lender has so indicated by checking the appropriate category on Schedule “B” attached hereto which so describes it and acknowledges that by signing this Agreement it is certifying that the Parent Shares statements made by checking the appropriate U.S. Accredited Investor category are freely transferable and without restriction true. Notwithstanding the foregoing, if the transfer Lender is not a U.S. Person, is not acting for the account of a U.S. Person or sale a person in the United States, and was not in the United States at the time the Lender received any offer of Debentures or Warrants or at the time it executed this Agreement, the foregoing sentence shall not apply and instead, such Lender hereby represents that it has satisfied itself as to the full observance of the Parent Shares occurs outside laws of its jurisdiction in connection with the transactions contemplated by this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the U.S. Debentures and is made with a non-U.S. person subject Warrants, (ii) any foreign exchange restrictions applicable to applicable foreign securities laws. The Seller agrees such purchase, and (iii) any governmental or other consents that any transfer or resale may need to be obtained, and that its purchase of the Parent Shares on Debentures and Warrants will not violate any U.S. applicable securities exchange or to a U.S. person shall be registered pursuant to other laws of the Securities Act or transferred or sold pursuant to an available exemption from registrationLender’s jurisdiction. (d) In the case of a subscription for the Debentures as trustee or agent, the Lender is the duly authorized trustee or agent of the disclosed beneficial purchaser with due and proper power and authority to execute and deliver, on behalf of each such beneficial purchaser, the Transaction Agreements, to agree to the terms and conditions herein and therein set out and to make the representations, warranties, acknowledgements and covenants herein and therein contained, all as if each such beneficial purchaser were the purchaser and the Lender’s actions as trustee or agent are in compliance with applicable Law and the Lender and each beneficial purchaser acknowledges that the Company is required by Law to disclose to certain regulatory authorities the identity of each beneficial purchaser of Debentures for whom it may be acting. (e) The Seller understands Lender acknowledges that none of the Debentures, the Warrants, and agrees that each certificate the Warrant Shares issuable upon exercise of the Warrants, have been or entry will be registered under the U.S. Securities Act or any applicable state securities laws and the contemplated sale to, or for the account or benefit of, persons in the records United States and U.S. Persons is being made in reliance on a private placement exemption to U.S. Accredited Investors provided under Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws. Accordingly, the Debenture and Warrants, and the Warrant Shares issuable upon exercise of the Transfer Agent representing any Parent Warrants, will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act, and therefore may not be offered or sold by it, directly or indirectly, in the United States without registration under United States securities laws, except in limited circumstances, and the Lender understands that the Debentures, Warrants and Warrant Shares shall bear will each contain a legend in respect of such restrictions. (f) The Lender acknowledges that if it (or a notation any beneficial purchaser on whose behalf it is acting) decides to offer, sell, pledge or otherwise transfer any of the Debentures, Warrants or Warrant Shares, such securities may be offered, sold, pledged, or otherwise transferred only (i) to the Company, (ii) outside the United States in compliance with language Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations, or (iii) pursuant to an exemption from registration under the U.S. Securities Act provided by (A) Rule 144 thereunder, if available, or (B) Rule 144A thereunder, if available, and, in each case, in compliance with any applicable state securities laws, or (iv) pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws, provided that, in the case of (iii)(A) and (iv) above, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company is provided to the effect that such transfer does not require registration under the U.S. Securities Act or any applicable state securities laws, and covenants that it (and any beneficial purchaser for whom it is acting) will not offer or sell the Debenture, the Warrants, Exchange Warrants or any Warrant Shares, to, or for the account or benefit of, any person in the United States or a U.S. Person except as set out above. (g) The Lender acknowledges that the Company has determined that it ceased to qualify as a Foreign Private Issuer as of June 28, 2019 (being the last business day of the second fiscal quarter of the fiscal year ended December 31, 2019), and ceased to be eligible to rely on the rules and forms available to Foreign Private Issuers on December 31, 2019. As such, until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, the certificates representing the Debentures and Warrants, and the Warrant Shares, and all certificates issued in exchange or in substitution thereof, shall bear the following legend (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: the legends provided in Article 9): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY [FOR WARRANTS ADD: AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), ) OR REGISTERED WITH UNDER ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTIONSTATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, PLEDGED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACTAND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR AND ANY APPLICABLE NON-U.S. STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING [FOR DEBENTURES, WARRANTS OR WARRANT SHARES ISSUED IN AN OFFSHORE TRANSACTION IN RELIANCE ON REGULATION S, ADD: FURTHERMORE, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED EXCEPT IN COMPLIANCE WITH THE U.S. SECURITIES ACT.] [FOR WARRANT SHARES ADD: THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.]” provided, that if the Warrant Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S, and the Warrant Shares were acquired when the Company qualified as a Foreign Private Issuer, the legend set forth above may be removed by providing a declaration to the registrar and transfer agent of the Company, as set forth in Schedule “C” attached hereto (or in such other form as the Company may prescribe from time to time); and provided, further, that, if the Warrant Shares are being sold otherwise than in accordance with Rule 904 of Regulation S and other than to the Company, the legend may be removed by delivery to the registrar and transfer agent and the Company of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. (h) The Lender acknowledges that: (i) the Company may not have re-qualified as a Foreign Private Issuer at the time of exercise of any Warrants; (ii) Rule 905 of Regulation S provides in substance that any “restricted securities” that are equity securities of a U.S. domestic issuer (including an issuer that, like the Company, no longer qualifies as a Foreign Private Issuer) will continue to be deemed to be restricted securities notwithstanding that they were acquired in a resale transaction pursuant to Rule 901 or 904 of Regulation S, and, as interpreted by Staff at the SEC, Rule 905 applies to equity securities that, at the time of issuance, were those of a U.S. domestic issuer; and (iii) by operation of Rule 905 of Regulation S, any Warrant Shares that are resold outside the United States in compliance with the requirements of Rule 901 or Rule 904 of Regulation S will continue to be “restricted securities” and will continue to be subject to the requirement that they be represented by a physical certificate or other instrument imprinted with a U.S. restrictive legend. (i) The Lender acknowledges that until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, the certificate representing the Warrants, and all certificates issued in exchange or in substitution thereof, shall bear the following legends (in addition to the legends provided in Section 5.4(g) and Article 9): “THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.” (ej) The Seller has had delivery of this Agreement, the opportunity to consult its own Tax advisors with respect acceptance of it by the Company and the issuance of the Debentures (or any underlying securities issuable upon exercise thereof), to the Tax consequences Lender complies with all applicable Laws of the Lender’s domicile and all other applicable Laws and will not cause the Company to become subject to or comply with any disclosure, prospectus or reporting requirements under any such applicable Laws. (k) The Lender acknowledges and agrees that it has been notified by the Company (i) of the delivery to the Seller OSC of personal information pertaining to the Lender including, without limitation, the full name, address and telephone number of the purchaseLender, receipt, or ownership the number and type of securities purchased and the total purchase price paid in respect of the Parent Debentures and Warrants, (ii) that this information is being collected indirectly by the OSC under the authority granted to it in securities Laws, (iii) that this information is being collected for the purposes of the administration and enforcement of the securities Laws of Ontario, and (iv) that the title, business address and business telephone number of the public official in Ontario who can answer questions about the OSC’s indirect collection of the information is the Administrative Assistant to the Director of Corporate Finance, the Ontario Securities Commission, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, Telephone: (▇▇▇) ▇▇▇-▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, and (v) the Lender hereby authorizes the indirect collection of the information by the OSC. (l) The Lender acknowledges and agrees that: (i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Debentures, Warrants, Exchange Warrants, Shares or Warrants Shares; (ii) there are risks associated with the purchase of the Debentures and Warrants, and each Lender has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment and it is able to bear the economic risk of loss of its investment; (iii) the Debentures and Warrants are being offered for sale only on a “private placement” basis and that the sale and delivery of the Debentures and Warrants are conditional upon such sale being exempt from the requirements as to the filing of a prospectus or delivery of an offering memorandum or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum and, as a consequence (i) it is restricted from using most of the civil remedies available under applicable securities laws; (ii) it may not receive information that would otherwise be required to be provided to it under applicable securities laws; and (iii) the Company is relieved from certain obligations that would otherwise apply under applicable securities laws; (iv) the Company has advised the Lender, that the Company is relying on an exemption from the requirements to provide the Lender with a prospectus and to sell securities through a person or company registered to sell securities under the Securities Act (Ontario) and other applicable securities laws and, as a consequence of acquiring the Debentures and Warrants pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (Ontario) and other applicable securities laws, including statutory rights of rescission or damages, will not be available to them; (v) the Tax consequences Transaction Agreements require it to provide certain Personal Information to the Company. Such information is being collected and will be used by the Company for the purposes of completing the proposed issuance and sale of the Debentures and Warrants, which includes, without limitation, determining the Lender’s eligibility to purchase such securities under Applicable Lawapplicable Laws and preparing and registering certificates representing the Debentures and Warrants, and the underlying securities issuable upon exercise thereof. The Seller acknowledges Lender agrees that none its Personal Information may be disclosed by the Company to: (a) applicable securities regulatory authorities, (b) the Company’s registrar and transfer agent, if any, and (c) any of the Parentother parties involved in the proposed transaction, its Affiliatesincluding legal counsel, or its representatives makes or has made any representations or warranties and may be included in record books in connection with the transaction. In addition, the Lender acknowledges, agrees and consents to the Seller regarding collection, use and disclosure of Personal Information by the Tax consequences Company for corporate finance and shareholder communication purposes or such other purposes as are necessary to the Seller Company’s Business; and (vi) the Company is currently subject to a cease trade order (the “Cease Trade Order”) issued by the Ontario Securities Commission on June 22, 2020 for failure to file certain financial statements and related periodic disclosure. As a result of the receipt Cease Trade Order, pursuant to Multilateral Instrument 11-103 – Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions, a person or ownership of any Parent Shares, company (including the Tax consequences under Applicable Law and Lender) must not trade in or purchase a security of the possible effects Company (or convert into a security of changes the Company) except in such laws.accordance with the conditions that are contained in the Cease Trade Order, for so long as the Cease Trade Order remains in effect..

Securities Matters. (ai) The Seller is not a U.S. person an “accredited investor” within the meaning of Rule 501(a) promulgated under the Securities Act of 1933, as amended (the “1933 Act”). With respect to the Purchase Price Shares, the Seller understands that term the Purchase Price Shares issuable hereunder are being offered and sold in reliance on specific exemptions from the registration requirements of United States federal and state securities Laws and that the Parent is defined under Regulation S relying in part upon the truth and accuracy of, and the Seller’s compliance with, the representations, warranties, agreements, acknowledgements and understanding of the Securities Act. Seller set forth in this Section 5.6 in order to determine the availability of such exemptions and the eligibility of the Seller to acquire the Purchase Price Shares hereunder. (ii) The Seller was outside acknowledges that the Parent has made available to the Seller and its advisors the opportunity to obtain all documents and information they may request concerning the Parent and its business and plans in order to evaluate the merits and risks of the United States as Seller’s investment in the Purchase Price Shares and the opportunity to ask questions of and receive answers from representatives of the date of Parent concerning such business and plans and the execution and delivery of this Agreement and is outside the United States as of the Closing Datetransactions contemplated hereby. The Seller acknowledges that the Parent Shares are being issued has answered to the complete satisfaction of the Seller all inquiries which the Seller has made of it, and has furnished to the Seller for any and all documents or other information requested from it, concerning the Parent, its own account business and not for distribution nor on behalf of financial condition or any U.S. personother matter relating to the transactions contemplated hereby, and including, without limitation the sale and issuance have not been pre-arranged with a purchaser in the United StatesPurchase Price Shares. The Seller has been informed, understands and acknowledges that the its investment in the Parent Purchase Price Shares is a speculative investment and involves a high degree of risk and further that the amount realized on such investment may be less than the amount invested. The Seller has extensive experience in making investments of the type contemplated hereby, and in evaluating its investment in the Purchase Price Shares the Seller has consulted with the Seller’s own investment, legal and Tax advisors and has concluded that such investment in the Purchase Price Shares is not inconsistent with and is appropriate in light of the Seller’s overall investment objectives, financial condition and liquidity requirements. The Seller is familiar with the nature of and risks attendant to an investment of the type contemplated hereby, the Tax aspects of an investment of such type, and is financially and otherwise capable of bearing the economic risk of such investment and can afford the loss of the total amount of such investment. (iii) The Seller does not have any present agreement or understanding, directly or indirectly, with any Person to distribute any of the Purchase Price Shares in a transaction that would violate the 1933 Act or any state securities Laws. (iv) The Seller understands and acknowledges that: (i) the Purchase Price Shares have not been registered under the 1933 Act or any state securities laws in reliance upon specific exemptions thereunder for transactions not involving any public offering, and the availability of such exemptions depends in part upon the accuracy of the Seller’s representations and warranties herein; (ii) the 1933 Act and applicable state securities laws, as well as the terms of the Stockholders’ Agreement, impose substantial restrictions on the transferability of the Purchase Price Shares; (iii) no market presently exists for the Purchase Price Shares and there can be no assurance that it can any such market will develop; and (iv) the Seller may be unable to liquidate its investment in the Purchase Price Shares and as a result may have to hold the Purchase Price Shares and bear the economic risk of the its investment in the Parent Shares. Purchase Price Shares for an indefinite period of time. (v) The Seller understands that all certificates or other instruments representing the Parent Shares are being offered to it in reliance on a specific exemption from the registration requirements of U.S. federal and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registration. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Purchase Price Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Lawrestrictive legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED ARE SUBJECT TO A STOCKHOLDERS’ AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (IIB) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THEREUNDER. THE ACT (INLCUDING RULE 144HOLDER OF THIS CERTIFICATE, IF AVAILABLE)BY ACCEPTANCE OF THIS CERTIFICATE, AND, IF REQUESTED AGREES TO BE BOUND BY ALL OF THE ISSUER, UPON DELIVERY PROVISIONS OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACTSTOCKHOLDERS’ AGREEMENT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. (a) The Seller is Parties and the Principals understand and acknowledge that the issuance of shares of Buyer Common Stock pursuant to this Agreement will not a U.S. person as that term is defined be registered under Regulation S of the Securities Act of 1933, as amended (the “Securities Act. The Seller was outside of the United States as of the date of the execution ”), and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being Common Stock will be issued to the Seller for its own account and not for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with in a purchaser in the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the investment in the Parent Shares. The Seller understands that the Parent Shares are being offered to it private placement transaction effected in reliance on a specific an exemption from the registration requirements of U.S. federal the Securities Act and in reliance on exemptions from the qualification requirements of applicable state securities laws. In connection therewith, the Seller and the Principals hereby represent and warrant as follows: (i) The Seller Parties and the Principals each have such knowledge and experience in financial and business matters such that they are each capable of evaluating the merits and risks of an investment in Parent Common Stock and protecting their own interests in connection with such investment. (ii) The Seller Parties and the Principals are sufficiently aware of the Parent’s business affairs and financial condition and has acquired sufficient information about Parent to reach an informed and knowledgeable investment decision with respect to acquiring Parent Common Stock pursuant to this Agreement. (iii) The Seller Parties and the Principals are not acquiring the Parent Common Stock as a result of any general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (iv) With respect to the tax and other economic considerations involved in acquiring the Parent Common Stock, the Seller Parties and the Principals are not relying on Parent, and the Seller Parties and the Principals have carefully considered and have, to the extent each such person believes such discussion necessary, discussed with such person’s professional legal, tax, accounting and financial advisors the implications of acquiring the Parent Common Stock for such person’s particular tax, financial and accounting situation. (v) The Seller Parties and the Principals acknowledge that the shares of Parent Common Stock so issued pursuant to this Agreement will be “restricted securities” under Federal and state securities laws and that must be held indefinitely unless they are subsequently registered under the Parent Securities Act or an exemption from such registration is relying upon available. (vi) The Seller Parties and the truth and accuracy Principals are familiar with Rule 144 of the representations, warranties, agreements, acknowledgments, Securities Act as presently in effect and understandings of each understands the Seller set forth herein in order to determine restrictions and resale limitations imposed thereby and by the applicability of such exemptions and the suitability of the Seller to be issued the Parent SharesSecurities Act. (b) The Seller has been furnished with access shall have the right to all publicly available materials relating transfer shares of Parent Common Stock to any other Seller Party and such Seller Parties shall have the further right to transfer such shares of Parent Common Stock to the businessSeller Interest Holders set forth on Schedule 6.02(b) in the amounts set forth opposite their names on such Schedule 6.02(b), financesprovided that each such Seller Interest Holder shall have executed and delivered to Parent a Stock Restriction Agreement (i) in the form attached as Exhibit H, if such Seller Interest Holder is a Continuing Employee Stockholder, or (ii) in the form attached as Exhibit I, if such Seller Interest Holder is not a Continuing Employee Stockholder. Each Seller Party covenants and operation agrees that, except for $75,000 of the ParentClosing Cash Payment which the Seller Parties covenant and agree to distribute to J▇▇▇▇▇ ▇▇▇▇ as consideration for transaction-related costs specially incurred by M▇. ▇▇▇▇ in connection with the transactions contemplated by this Agreement, any shares of Parent Common Stock (and any Closing Cash Payment) transferred to Seller Interest Holders shall be allocated in the same proportion as the Seller Interest Holders’ ownership as set forth on Schedule 3.02 and in a combination of cash and Parent Common Stock commensurate with the Closing Cash Payment and Closing Stock Payment received by Seller. The Seller understands Parties covenant and agree that no governmental agency has passed on they will distribute to J▇▇▇▇▇ ▇▇▇▇ within sixty (60) days after the Closing Date the shares of Parent Common Stock subject to the restrictions set forth in the Stock Restriction Agreement entered into between Parent and M▇. ▇▇▇▇. Pursuant to the Stock Restriction Agreement, each Seller Interest Holder agrees not to make any disposition of all or made any recommendation or endorsement portion of the Parent Shares. Common Stock unless (ci) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to registration under the Securities Act or transferred or sold pursuant to an available exemption from registration, and (ii) in compliance with the transfer restrictions contained in the Stock Restriction Agreement. Seller shall have the right to transfer shares of Parent Common Stock from time to time to such other Seller Interest Holders as approved in writing by Parent provided that each such Seller Interest Holder shall have executed and delivered to the Seller a stock restriction agreement in a form approved in advance by Parent. (c) Each Seller Party covenants and agrees that, except as contemplated in Section 6.02(b) or as otherwise specified in a Stock Restriction Agreement between Buyer and any Seller Interest Holder, during the thirty-six (36)-month period following the Closing Date, no Seller Party will offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any such shares of Parent Common Stock, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares of Parent Common Stock. Upon transfer of the shares of Parent Common Stock by a Seller Party to the Seller Interest Holders as pursuant to Section 6.02(b), such persons will be subject to such restrictions on transfer as set forth in the Stock Restriction Agreements. Following the third anniversary of the Closing Date, all shares of Parent Common Stock held by any Seller Party shall no longer be subject to such transfer restrictions under the terms of this Agreement. (d) The Seller understands and agrees that each certificate or entry in certificates representing the records of the Transfer Agent representing any Parent Shares Common Stock issued hereunder shall bear a legend or a notation with language to the effect of the following (bear, in addition to any other legend or notation legends required under Applicable Law) so long as such a legend or notation is required by Applicable Lawapplicable state securities laws, the following legend: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED WITH UNDER ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT: EXCEPT (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER AND (II) IN ACCORDANCE WITH THE ACT RESTRICTIONS AND CONDITIONS SET FORTH IN THE (INLCUDING RULE 144A) ASSET PURCHASE AGREEMENT DATED AS OF SEPTEMBER 2, IF AVAILABLE)2005 BY AND AMONG THE PARTIES THERETO AND (B) A STOCK RESTRICTION AGREEMENT DATED AS OF SEPTEMBER 2, AND2005, IF REQUESTED BY AND AMONG THE PARTIES THERETO. A COPY OF THE APPLICABLE PROVISIONS OF SUCH AGREEMENT SHALL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER EFFECT THAT SUCH ANY SALE OR TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. OF THESE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT WILL BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACTSECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. In order to prevent any transfer from taking place in violation of this Agreement, any Stock Restriction Agreement or applicable law, Parent may cause a stop transfer order to be placed with its transfer agent with respect to the Parent Common Stock. Parent will not be required to transfer on its books any shares of Parent Common Stock that have been sold or transferred in violation of any provision of this Agreement or applicable law.” (e) The Seller has had Parent shall file, within seventy-five (75) days after the opportunity to consult its own Tax advisors Closing Date, a registration statement (“Registration Statement”) on Form S-3, or other appropriate registration form, with the SEC under the Securities Act with respect to the Tax consequences offer and sale by the Seller Interest Holders listed on Schedule 6.02(e) (the “Registrable Stockholders”) pursuant to Rule 415 promulgated under the Securities Act of 100% of the shares of Parent Common Stock to be transferred to such Registrable Stockholders by the Seller Parties (collectively, the “Registrable Securities”) and will use reasonable, prompt and diligent efforts to cause such Registration Statement to become effective as soon as practicable thereafter. Parent shall use its reasonable, prompt and diligent efforts to cause the Registrable Securities to be listed on Nasdaq National Market. (f) Notwithstanding any other provision of this Section 6.02, if the Parent shall furnish to the Seller of Registrable Stockholders a certificate signed by the purchase, receipt, president or ownership chief executive officer of the Parent Shares, stating that in the good faith judgment of the board of directors of the Parent it would be seriously detrimental to the Parent and its stockholders (including the Tax consequences under Applicable Law. The Seller acknowledges that none Registrable Stockholders) for such Registration Statement to be filed or such registration to be effected at such time, the Parent shall have the right to defer the filing of the Parentregistration statement for so long as reasonably necessary, but no later than 150 days after the Closing Date. (g) Parent shall prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities and to keep such registration statement effective until the earlier of such time as all Registrable Stockholders have completed the distribution described in the Registration Statement or the date on which all the Registrable Securities may be immediately sold without registration, and without restriction as to the number of securities to be sold, pursuant to Rule 144 under the Securities Act. (h) Parent shall, if required under applicable law at the time, use its AffiliatesCommercially Reasonable Efforts to register and qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Registrable Stockholder; provided that Parent shall not be required in connection with such registration and qualification or as a condition to such registration and qualification (i) to qualify to do business or to file a general consent to service of process in any such states or jurisdictions or (ii) to subject itself to taxation in any jurisdiction. (i) Parent shall notify each Registrable Stockholder at any time when a prospectus relating to the Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus not misleading in the light of the circumstances then existing. (j) Parent shall furnish to each Registrable Stockholder such number of conformed copies of the Registration Statement and of each amendment and supplement thereto (in each case including all exhibits and documents incorporated by reference), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any prospectus supplement) and any other prospectus filed under Rule 424 promulgated under the Securities Act relating to such Registrable Stockholder’s shares included in the Registration Statement. (k) Parent shall notify each Registrable Stockholder (i) when such Registration Statement or any prospectus used in connection therewith, or any amendment or supplement thereto, has been filed and, with respect to such Registration Statement or any post-effective amendment thereto, when the same has become effective, (ii) of any written request by the SEC for amendments or supplements to such Registration Statement or prospectus or for supplemental information, (iii) of the notification to Parent by the SEC of its representatives makes or has made initiation of any representations or warranties proceeding with respect to the Seller regarding issuance by the Tax consequences to SEC of, or of the Seller issuance by the SEC of, any stop order suspending the effectiveness of such Registration Statement; and (iv) of the receipt or ownership by Parent of any notification with respect to the suspension of the qualification of the Registrable Securities for sale under the applicable securities or “blue-sky” laws of any jurisdiction. (l) In the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of the Registrable Securities for sale in any jurisdiction, Parent Sharesshall use all reasonable efforts promptly to obtain the withdrawal of such order. (m) All expenses incurred in effecting the registration under Registration Statement shall be borne by Parent. All underwriting discounts, selling commissions, and stock transfer taxes relating to the Registrable Securities shall be borne by the Registrable Stockholders pro rata on the basis of the number of shares of Registrable Securities registered on their behalf. (n) Parent may require any Registrable Stockholder to, and each such Registrable Stockholder, shall, furnish Parent with such information regarding such Registrable Stockholder and the distribution of the Registrable Securities as Parent may from time to time reasonably request in writing and to otherwise cooperate in connection with such registration. At any time during the effectiveness of the Registration Statement, if such Registrable Stockholder becomes aware of any change materially affecting the accuracy of the information contained in such Registration Statement or the prospectus (as then amended or supplemented) relating to such Registrable Stockholder, including but not limited to the Tax consequences sale or disposition of all Registrable Securities owned by each such Registrable Stockholder, he or it will promptly notify Parent of such change. (o) Upon receipt of any notice from Parent of the happening of any event as a result of which any prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under Applicable Law and which they were made, not misleading, each Registrable Stockholder will forthwith discontinue such Registrable Stockholder’s disposition of Registrable Securities pursuant to the possible effects Registration Statement until such Registrable Stockholder receives copies of changes a supplemented or amended prospectus from Parent and, if so directed by Parent, shall deliver to Parent (at Parent’s expense) all copies, other than permanent file copies, then in such lawsRegistrable Stockholder’s possession of the prospectus relating to such Registration Statement current at the time of receipt of such notice. (p) Parent shall, to the full extent permitted by law, indemnify and hold harmless each Registrable Stockholder included in the Registration Statement against any expenses, claims, losses, damages or liabilities to which such Registrable Stockholder may become subject under the Securities Act or otherwise, insofar as such expenses, claims, losses, damages or liabilities or actions in respect thereof arise out of or are based upon any untrue statement of any material fact contained in the Registration Statement, final prospectus, preliminary prospectus, or prospectus supplement contained therein or filed with the SEC, or any amendment or supplement thereto, or any omission to state therein a material fact required to be stated therein or. necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading; provided, that Parent shall not be liable in any such case to the extent that any

Securities Matters. (a) The Seller is not a U.S. person as that term is defined under Regulation S of the Securities Act. The Seller was outside of the United States as of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Such Seller acknowledges that the Parent Shares shares comprising the Stock Consideration are being issued to not registered under the Seller for its own account and not for distribution nor Securities Act or any state or foreign securities Laws on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The Seller acknowledges grounds that the investment issuance thereof to such Seller in connection with the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the investment in the Parent Shares. The Seller understands that the Parent Shares are being offered to it in reliance on a specific exemption transactions contemplated by this Agreement is exempt from the otherwise applicable registration requirements of U.S. federal and state securities laws requirements, and that the Parent reliance of Buyer on such exemptions is relying upon predicated in part on the truth acknowledgements, representations and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller warranties set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Sharesthis 3.06. (b) The Such Seller is acquiring its portion of the shares comprising the Stock Consideration solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof, and such Seller has been furnished with access no plans to all publicly available materials relating to the businessenter into any contract, financesundertaking, and operation of the Parent. The Seller understands that no governmental agency has passed on agreement or made arrangement for any recommendation or endorsement of the Parent Sharessuch purpose. (c) The Such Seller acknowledges that the Parent Shares are freely transferable and without restriction if shares comprising the transfer Stock Consideration may not be transferred or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered sold except pursuant to the registration provisions of the Securities Act or transferred or sold pursuant to an available applicable exemption from registrationtherefrom and subject to state and foreign securities Laws and regulations, as applicable. (d) The Such Seller understands has sufficient knowledge and agrees that each certificate or entry experience in financial and business matters so as to be capable of evaluating the records merits and risks of its investment in its portion of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to Stock Consideration and is capable of bearing the effect economic risks of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWSinvestment. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Such Seller has had the opportunity undertaken such investigation as it has deemed necessary to consult its own Tax advisors enable it to make an informed and intelligent decision with respect to the Tax consequences to the Seller execution, delivery and performance of the purchase, receipt, or ownership Transaction Documents. Without limiting the generality of the Parent Sharesforegoing, including the Tax consequences under Applicable Law. The such Seller acknowledges that none Buyer and its Affiliates make no representation or warranty with respect to any projections, estimates or budgets delivered to or made available to such Seller of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Buyer and its subsidiaries or the future business and operations of Buyer and its subsidiaries or any other information or documents delivered or made available to such Seller or its Representatives with respect to Buyer and its subsidiaries or any of the Parentforegoing business, its Affiliatesassets, liabilities or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Sharesoperations, including the Tax consequences under Applicable Law and the possible effects of changes except as expressly set forth in such lawsthis Agreement.

Securities Matters. (a) The Seller is a corporation (i) with total assets in excess of $5,000,000 and (ii) not a U.S. person as that term is defined under Regulation S formed for the specific purpose of acquiring the Securities Act. The Seller was outside of the United States as of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller for its own account and not for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the investment in the Parent Shares. The Seller understands that the Parent Shares are being offered to it in reliance on a specific exemption from the registration requirements of U.S. federal and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent SharesBuyer’s Stock. (b) The Seller has been furnished with access to all publicly available materials that he or she has requested relating to the business, financesBuyer and the issuance of the Buyer’s Stock, and operation the Buyer has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information. The Buyer has answered all inquiries that the Seller has made of it concerning the Buyer and the issuance of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent SharesBuyer’s Stock. (c) The Seller acknowledges that is acquiring the Parent Shares are freely transferable Buyer’s Stock for its own account and without restriction if not for the transfer or sale account of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities lawsany other Person. The Seller agrees that it will not resell, distribute or otherwise dispose of all or any transfer or resale part of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to Buyer’s Stock except as permitted by law, including without limitation the Securities Act or transferred or sold pursuant to an available exemption from registrationof 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended. (d) The Seller understands acknowledges that the offer and agrees that each certificate or entry in the records sale of the Transfer Agent representing Buyer’s Stock is being made pursuant to an exemption from the registration requirements of the Securities Act, and that, consequently, neither this agreement nor any Parent Shares shall bear a legend or a notation with language disclosure made by the Buyer to the effect of Seller in connection herewith has been filed with or reviewed by the following Securities and Exchange Commission (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: the “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACTSEC”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTIONany securities exchange or any state securities regulatory agency, AND MAY NOT BE OFFEREDand neither the SEC, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACTany such exchange nor any state securities regulatory agency has approved or disapproved of the Buyer’s Stock or the issuance thereof.” (e) The Seller understands that the Buyer’s Stock has had not been registered under the opportunity Securities Act and therefore may not be sold or otherwise transferred unless registered under the Securities Act or there is an exemption from such registration. (f) The Seller has such knowledge and experience in financial and business matters as to consult its own Tax advisors be able to evaluate the merits and risks of an investment in the Buyer. The Seller understands the nature of an investment in the Buyer and the risks associated with respect such an investment. The Seller understands that there is no guarantee of any financial return on this investment in the Buyer and that the seller risks the complete loss of this investment. (g) The Seller is able now, and was able at the time of receipt of any offer regarding the Buyer, to bear the Tax consequences to economic risks of this investment in the Seller of the purchase, receipt, or ownership of the Parent SharesBuyer, including the Tax consequences under Applicable Law. The Seller acknowledges that none complete loss of its investment in the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such lawsBuyer.

Securities Matters. (a) The Seller Holdings is not a U.S. person as that term is defined an “accredited investor” within the meaning of Rule 501(a) promulgated under Regulation S of the Securities Act. The Seller was outside of the United States as of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued With respect to the Seller for its own account and not for distribution nor on behalf of any U.S. personBuyer Common Stock, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the investment in the Parent Shares. The Seller Holdings understands that the Parent Shares shares of Buyer Common Stock issuable hereunder are being offered to it and sold in reliance on a specific exemption exemptions from the registration requirements of U.S. United States federal and state securities laws Laws and that the Parent Buyer is relying in part upon the truth and accuracy of of, and Holdings’ compliance with, the representations, warranties, agreements, acknowledgments, acknowledgements and understandings understanding of the Seller Holdings set forth herein in this Section 3.06 in order to determine the applicability availability of such exemptions and the suitability eligibility of Holdings to acquire the Seller Buyer Common Stock to be issued the Parent Sharesacquired, or that may be acquired, hereunder. (b) The Seller Holdings and its advisors have had access, through ▇▇▇▇▇, to copies of each report, registration statement and definitive proxy statement filed by Buyer with the SEC and has been furnished afforded the opportunity to ask questions of and receive answers from Buyer regarding Buyer and the transactions contemplated herein. Holdings understands that its investment in the shares of Buyer Common Stock being issued, or issuable, hereunder involves a high degree of risk. Holdings has sought such accounting, legal and Tax advice as it has considered necessary to make an informed investment decision with access respect to all publicly available materials relating to the business, finances, and operation its acquisition of the Parentshares of Buyer Common Stock that may be acquired hereunder. The Seller Holdings understands that no governmental United States federal or state agency or any other Governmental Body has passed on or made any recommendation or endorsement of the Parent Sharesshares of Buyer Common Stock issuable hereunder, or the fairness or suitability of the investment in Buyer Common Stock, nor have such authorities passed upon or endorsed the merits of the offering of Buyer Common Stock contemplated herein. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer Holdings has no present agreement or sale understanding, directly or indirectly, with any Person to distribute any of the Parent Shares occurs outside shares of the U.S. and is made with Buyer Common Stock that may be received hereunder in a non-U.S. person subject to applicable foreign securities laws. The Seller agrees transaction that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to would violate the Securities Act or transferred or sold pursuant to an available exemption from registrationany state securities Laws. (d) The Seller Holdings understands that the shares of Buyer Common Stock issued hereunder have not been and agrees will not be registered under the Securities Act or any state securities Laws, and may not be offered for sale, sold, assigned or transferred unless (i) subsequently registered thereunder or (ii) pursuant to an exemption from such registration, including pursuant to Rule 144 (or a successor rule thereto), and that each neither Buyer nor any other Person is under any obligation to register such shares of Buyer Common Stock under the Securities Act or any state securities Laws. (e) Holdings understands that the certificates or other instruments representing the Buyer Common Stock issuable hereunder will bear a restrictive legend as set forth below and an additional legend indicating the certificates are subject to the holding period restrictions of Section 3.06(d) above, and that a stop-transfer order may be placed against transfer of such stock certificates; provided that any such legend shall be removed and Buyer shall issue a certificate or entry in without legend to the records holder of the Transfer Agent representing any Parent Shares shall bear shares of Buyer Common Stock at Buyer’s cost and expense, if (i) such shares of Buyer Common Stock are registered pursuant to an effective registration statement under the Securities Act; or (ii) in connection with a legend sale, assignment or other transfer, Buyer receives an opinion of counsel, in a notation with language form acceptable to Buyer, to the effect that such sale, assignment or transfer of such shares of Buyer Common Stock may be made without registration under the applicable requirements of the Securities Act and state Law, including pursuant to Rule 144; provided further that, after the expiration of the holding period applicable pursuant to Rule 144, the legend indicating that the certificates are subject to restrictions thereof shall be removed and Buyer shall issue a certificate without such legend to the holder of the shares of Buyer Common Stock at Buyer’s cost and expense, as and when requested by Holdings. (f) Holdings understands that, except as provided in Section 3.06(e), all certificates or other instruments representing the Buyer Common Stock issuable hereunder shall bear the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Lawrestrictive legends: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTIONAND, AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED, OFFERED OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO UNDER THE ACT, SECURITIES ACT OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES AND IN ACCORDANCE WITH THE ACT OR APPLICABLE NON-U.S. STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A UNIT PURCHASE AGREEMENT BY AND AMONG VERTEX ENERGY, INC., VERTEX ACQUISITION SUB, LLC AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE SELLERS NAMED THEREIN, DATED AUGUST 14, 2012. COPIES OF SUCH AGREEMENT MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH OBTAINED UPON WRITTEN REQUEST FROM THE ACTSECRETARY OF VERTEX ENERGY, INC.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. (a) The Seller is Notwithstanding anything to the contrary in these Terms of Use, in no event shall anything in these Terms of Use be deemed to be a waiver, and KBS will not assert there has been a U.S. person as waiver, that term is defined would not be permissible under Regulation S Section 14 of the Securities Act. The Seller was outside Act of 1933, Section 29(a) of the United States as Securities Exchange Act of the date 1934, or any other applicable provision of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller for its own account and not for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the investment in the Parent Shares. The Seller understands that the Parent Shares are being offered to it in reliance on a specific exemption from the registration requirements of U.S. federal and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares securities offered on any U.S. securities exchange or to a U.S. person shall be this Site have not been registered pursuant to under the Securities Act of 1933, in reliance on the exemptive provisions of Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder or transferred Section 3(b)(2) of the Securities Act and Regulation A promulgated thereunder. Securities sold through Rule 506 private placements are restricted and not publicly traded, and are therefore illiquid. KBS does not expect there to be a market for any securities sold on this Site. Neither the U.S. Securities and Exchange Commission nor any state securities commission or sold pursuant other regulatory authority has approved, passed upon or endorsed the merits of any offering on this Site. Any representation to an available exemption from registration. (d) The Seller understands the contrary is a unlawful. Investment overviews on this Site contain summaries of the purpose and agrees that principal business terms of the investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each certificate or entry is qualified in its entirety by reference to the more detailed discussions contained in the records private placement memorandum or offering circular related to a specific investment opportunity. You further represent and agree that you understand that KBS does not guarantee the performance of any offerings made through this Site and any and all projections, estimates, and expectations for investments offered through this Site are merely opinions and should not be relied on for any purpose whatsoever. The value of investments and the income from them can fall as well as rise. Past performance is not a guarantee of future performance. All of the Transfer Agent representing offerings available through KBS are made by issuers sponsored by KBS Holdings LLC. The information contained herein neither constitutes an offer for nor a solicitation of interest in any Parent Shares shall bear securities offering, and joining ▇▇▇▇▇▇▇▇▇.▇▇▇ neither constitutes an indication of interest in any offering nor involves any obligation or commitment of any kind. ANY OFFERING IS ONLY MADE BY MEANS OF THE APPLICABLE PRIVATE PLACEMENT MEMORANDUM OR QUALIFIED OFFERING CIRCULAR. YOU MUST REVIEW THE APPLICABLE PRIVATE PLACEMENT MEMORANDUM OR OFFERING CIRUCLR TO UNDERSTAND FULLY ALL OF THE IMPLICATIONS AND RISKS ASSOCIATED WITH AN OFFERING. You may not become a legend beneficial owner of 20% or more of any issuer’s outstanding voting equity securities (an “Issuer Covered Person”) without becoming subject to certain “bad actor” disqualifying events described in Rule 506(d) (a notation with language “Disqualifying Event”). You represent that you are not subject to the effect of the following (a Disqualifying Event and that you will promptly notify KBS in addition writing should any Disqualifying Events be applicable to you. KBS is not liable or responsible for making Rule 506(e) disclosures, nor for determining whether any Issuer Covered Person is subject to a Disqualifying Event. The information contained in this Site has been prepared by KBS without reference to any other legend particular user’s investment requirements or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “financial situation. THE SECURITIES REPRESENTED BY INFORMATION PROVIDED IN ANY SERVICE OR IN THIS CERTIFICATE HAVE SITE DOES NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933CONSTITUTE INVESTMENT, AS AMENDED (THE “ACT”)TAX, FINANCIAL, LEGAL, OR REGISTERED OTHER ADVICE. PRIOR TO THE EXECUTION OF ANY TRANSACTION BY YOU RELATED TO ANY INFORMATION YOU OBTAINED FROM THIS SITE OR THE SERVICES, YOU SHOULD CONSULT WITH YOUR FINANCIAL, TAX AND INVESTMENT ADVISORS AND AN ATTORNEY, OR OTHERWISE SEEK APPROPRIATE PROFESSIONAL ADVICE TAILORED TO YOUR SITUATION. THIS SITE AND THE SERVICES ARE PUBLISHED SOLELY FOR INFORMATIONAL PURPOSES AND ARE NOT A SOLICITATION, RECOMMENDATION, ENDORSEMENT OR OFFER BY KBS OR A THIRD PARTY TO BUY OR SELL ANY AGENCY STOCK, SECURITY, OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTIONOTHER FINANCIAL INSTRUMENT. ALL EXPRESSIONS OF OPINION ARE SUBJECT TO CHANGE WITHOUT NOTICE. KBS DOES NOT UNDERTAKE TO ADVISE ANYONE VIA THIS SITE. KBS, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, EMPLOYEES OR AGENTS MAY NOT BE OFFEREDHAVE CLIENTS WITH POSITIONS IN SECURITIES OR COMPANIES MENTIONED ON THIS SITE, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE AND KBS MAY HAVE BUSINESS RELATIONSHIPS WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACTCOMPANIES.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. (a) The Each Seller has such knowledge and experience in financial and business matters and such experience in evaluating and investing in companies such as the Purchaser as to be capable of evaluating the merits and risks of an investment in the Equity Consideration. Each Seller has the financial ability to bear the economic risk of his investment in the Equity Consideration being acquired hereunder, has adequate means for providing for his current needs and contingencies and has no need for liquidity with respect to his investment in the Equity Consideration. (b) Each Seller is acquiring the shares of Equity Consideration hereunder for investment for such Seller’s own account, for investment purposes only, and not a U.S. person as that with the view to, or for resale in connection with, any distribution thereof; provided, however, that, except for any contractual restrictions contained herein (including Section 5.10) or in any other contract entered into with any Seller, such Seller does not by making the representations herein agree to hold the Equity Consideration for any minimum or other specific term is defined and reserves the right to dispose of the Equity Consideration at any time in accordance with or pursuant to an exemption from registration under Regulation S of the Securities Act. The . (c) Each Seller was outside is an “accredited investor” pursuant to Rule 501(a) of Regulation D under the Securities Act and has relied upon independent investigations made by such Seller or such Seller’s representatives and is fully familiar with the business, results of operations, financial condition, prospects and other affairs of the United States as Purchaser and realizes the shares of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares Equity Consideration are being issued to the Seller for its own account and not for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The Seller acknowledges that the speculative investment in the Parent Shares involves involving a high degree of risk and further for which there is no assurance of any return. Each Seller acknowledges that it can bear in connection with the economic risk transactions contemplated hereby, neither the Purchaser nor anyone acting on its behalf or any other Person has made, and such Seller is not relying upon, any representations, statements or projections concerning the Purchaser, its present or projected results of operations, financial condition, prospects, present or future plans, acquisition plans, products and services, or the value of the shares of Equity Consideration issued hereunder or the Purchaser’s business or any other matter in relation to the Purchaser’s business or affairs. Such Seller has had an opportunity to discuss the Purchaser’s business, management, financial affairs and acquisition plans with its management, to review the Purchaser’s facilities, and to obtain such additional information concerning such Seller’s investment in the Parent Shares. The shares of Equity Consideration in order for such Seller understands to evaluate its merits and risks, and such Seller has determined that the Parent Shares shares of Equity Consideration are being offered to it in reliance on a specific exemption from the registration requirements of U.S. federal and state securities laws suitable investment for such Seller and that the Parent is relying upon the truth and accuracy at this time such Seller could bear a complete loss of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registrationhis investment. (d) The Each Seller is aware that no federal or state or other agency has passed upon or made any finding or determination concerning the fairness of the transactions contemplated by this Agreement or the adequacy of the disclosure of the exhibits and schedules hereto and such Seller must forego the security, if any, that such a review would provide. (e) Each Seller understands and agrees acknowledges that each certificate or entry in neither the records IRS nor any other Tax authority has been asked to rule on the Tax consequences of the Transfer Agent representing any Parent Shares shall bear a legend transactions contemplated hereby or a notation with language by the other agreements entered into in connection herewith and, accordingly, in making his decision to acquire the effect shares of Equity Consideration such Seller has relied upon the following (investigations of such Seller’s own Tax and business advisors in addition to such Seller’s own independent investigations, and that such Seller and such Seller’s advisors have fully considered all the Tax consequences of such Seller’s acquisition of the shares of Equity Consideration hereunder. The Sellers will be responsible for the full amount of any federal or state and any other legend Tax liability for which they may be responsible under applicable Tax law resulting from the consummation of the transactions contemplated by this Agreement and will have no recourse against the Purchaser, the Companies or notation required any of their respective Affiliates for any such Tax liability or for the Tax treatment of the transactions contemplated by this Agreement under Applicable any federal, state or other applicable Tax Law. (f) so long No Seller has been offered the Equity Consideration by any form of advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any such media. (g) Each Seller understands that the transactions contemplated by this Agreement involve substantial risk. Each Seller (i) is a sophisticated investor with respect to the transactions contemplated by this Agreement, (ii) has adequate information concerning the business and financial affairs of the Purchaser to make an informed decision regarding the sale of the Membership Interests pursuant to the terms and conditions of this Agreement, and (iii) has independently and without reliance upon the Purchaser (except for any information set forth in the SEC Reports (as defined below)), and based on such a legend information in the SEC Reports and such other information as Seller has deemed appropriate, made its own analysis and decision to sell the Membership Interests to the Purchaser pursuant to the terms and conditions of this Agreement. (h) Each Seller acknowledges and agrees that the Purchaser has not given such Seller any investment advice, credit information or notation opinion on whether the sale of the Membership Interests to the Purchaser pursuant to the terms and subject to the conditions of this Agreement is required by Applicable Lawprudent. (i) Each Seller acknowledges and agrees that the Equity Consideration acquired hereunder will be in book-entry form and will bear legends or restrictive notations in substantially the following form: “THE SECURITIES COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE OR INSTRUMENT MAY NOT BEEN REGISTERED BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇, MR. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ AND FREEDOM LEAF INC. (THE “COMPANY”), DATED AS OF MAY 21, 2019 (A COPY OF WHICH IS ON FILE WITH THE COMPANY; THE “PURCHASE AGREEMENT”). EXCEPT AS OTHERWISE PROVIDED IN THE PURCHASE AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE COMMON STOCK REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED (B) IF THE COMPANY HAS BEEN FURNISHED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN A SATISFACTORY OPINION OF COUNSEL SATISFACTORY FOR THE HOLDER THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER. IN ADDITION, THE COMMON STOCK ARE SUBJECT TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH PROVISIONS OF SECTION 5.10 OF THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWSPURCHASE AGREEMENT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES COMMON STOCK REPRESENTED BY THIS CERTIFICATE MAY NOT ARE SUBJECT TO CERTAIN VOTING REQUIREMENTS AND OTHER RESTRICTIONS SET FORTH IN A VOTING AGREEMENT BETWEEN THE HOLDER OF THIS CERTIFICATE AND CERTAIN OTHER PARTIES. TRANSFER OF THE COMMON STOCK IS SUBJECT TO THE RESTRICTIONS CONTAINED IN SUCH AGREEMENT. THE COMPANY WILL FURNISH TO EACH HOLDER WHO SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH THE COMPANY IS AUTHORIZED TO ISSUE AND OF THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST IS TO BE CONDUCTED EXCEPT IN COMPLIANCE WITH ADDRESSED TO THE ACTCOMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.” (ej) The Each Seller has had is not a “foreign person” within the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller meaning of Section 1445 of the purchase, receipt, or ownership Code and is not a Person whose separate existence from a “foreign person” within the meaning of Section 1445 of the Parent Shares, including the Code is disregarded for U.S. federal income Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such lawspurposes.

Securities Matters. (a) The Seller Class A Units constituting the Contribution Consideration are being acquired by the Contributor for its own account, and not with a view to, or for the offer or sale in connection with, any public distribution or sale of any Class A Units, or any interest in them, in each case in a manner which would violate applicable Law. The Contributor (either alone or with its advisors) has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of its investment in the Common Units and the Contributor is capable of bearing the economic risks of such investment, including a complete loss of its investment therein. The Contributor acknowledges that the Class A Units constituting the Contribution Consideration, if any, have not been registered under the Securities Act, or any state securities Laws, and understands and agrees that it may not sell or dispose of any such Class A Units except pursuant to a U.S. person as that term is defined under Regulation S registered offering in compliance with, or in a transaction exempt from, the registration requirements of the Securities ActAct and any other applicable state, foreign or federal securities Laws. The Seller was outside of the United States as of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges Contributor understands that the Parent Shares are being issued to Class A Units constituting the Seller for its own account and not for distribution nor on behalf of any U.S. person, and the sale and issuance Contribution Consideration have not been pre-arranged with a purchaser in registered under the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree Securities Act, by reason of risk and further acknowledges that it can bear the economic risk of the investment in the Parent Shares. The Seller understands that the Parent Shares are being offered to it in reliance on a specific exemption from the registration requirements provisions of U.S. federal the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgmentsContributor’s representations expressed herein. The Contributor understands that no public market now exists for the Class A Units, and understandings that Acquiror has made no assurances that a public market will ever exist for the Class A Units. Except as set forth in the Post-Closing Acquiror Investor Rights Agreement, the Contributor acknowledges that Acquiror has no obligations to the Contributor to register or qualify the Class A Units constituting the Contribution Consideration or the capital stock into which any of the Seller set forth herein in order foregoing may be converted or exercised if Acquiror is converted from a limited liability company to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Sharesa corporation. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller Contributor acknowledges that the Parent Shares are freely transferable and without restriction if Class A Units constituting the transfer Contribution Consideration may bear one or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registration. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect all of the following legends: (in addition to i) any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect securities laws of any jurisdiction to the Tax consequences extent such laws are applicable to Class A Units represented by the Seller of the purchase, receiptcertificate so legended and (ii) any legend set forth in, or ownership of required by, the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such lawsother Transaction Documents.

Securities Matters. (a) The Seller is a corporation (i) with total assets in excess of $5,000,000 and (ii) not a U.S. person as that term is defined under Regulation S formed for the specific purpose of acquiring the Securities Act. The Seller was outside of the United States as of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller for its own account and not for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the investment in the Parent Shares. The Seller understands that the Parent Shares are being offered to it in reliance on a specific exemption from the registration requirements of U.S. federal and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent SharesBuyer's Stock. (b) The Seller has been furnished with access to all publicly available materials that he or she has requested relating to the business, financesBuyer and the issuance of the Buyer's Stock, and operation the Buyer has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information. The Buyer has answered all inquiries that the Seller has made of it concerning the Buyer and the issuance of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent SharesBuyer's Stock. (c) The Seller acknowledges that is acquiring the Parent Shares are freely transferable Buyer's Stock for its own account and without restriction if not for the transfer or sale account of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities lawsany other Person. The Seller agrees that it will not resell, distribute or otherwise dispose of all or any transfer or resale part of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to Buyer's Stock except as permitted by law, including without limitation the Securities Act or transferred or sold pursuant to an available exemption from registrationof 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended. (d) The Seller understands acknowledges that the offer and agrees that each certificate or entry in the records sale of the Transfer Agent representing Buyer's Stock is being made pursuant to an exemption from the registration requirements of the Securities Act, and that, consequently, neither this agreement nor any Parent Shares shall bear a legend or a notation with language disclosure made by the Buyer to the effect Seller in connection herewith has been filed with or reviewed by the Securities and Exchange Commission (the "SEC"), any securities exchange or any state securities regulatory agency, and neither the SEC, any such exchange nor any state securities regulatory agency has approved or disapproved of the following (in addition to any other legend Buyer's Stock or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACTthe issuance thereof.” (e) The Seller understands that the Buyer's Stock has had not been registered under the opportunity Securities Act and therefore may not be sold or otherwise transferred unless registered under the Securities Act or there is an exemption from such registration. (f) The Seller has such knowledge and experience in financial and business matters as to consult its own Tax advisors be able to evaluate the merits and risks of an investment in the Buyer. The Seller understands the nature of an investment in the Buyer and the risks associated with respect such an investment. The Seller understands that there is no guarantee of any financial return on this investment in the Buyer and that the seller risks the complete loss of this investment. (g) The Seller is able now, and was able at the time of receipt of any offer regarding the Buyer, to bear the Tax consequences to economic risks of this investment in the Seller of the purchase, receipt, or ownership of the Parent SharesBuyer, including the Tax consequences under Applicable Law. The Seller acknowledges that none complete loss of its investment in the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such lawsBuyer.

Securities Matters. (a) The Seller is not a U.S. person as that term is defined under Regulation S of the Securities Act. The Seller was outside of the United States as of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Such Seller acknowledges that the Parent Shares shares of EMKT Stock that constitute the Purchase Consideration and the shares of Top Team Stock that constitute the Exchange Consideration have not been and will not be registered under (i) the Securities Act of 1933, as amended (the "SECURITIES ACT") inasmuch as they are being issued pursuant to an exemption from registration granted under Section 4(2) of the Securities Act and Regulation D promulgated thereunder relating to transactions not involving any public offering, (ii) the California Corporate Securities Laws of 1968 (the "CALIFORNIA LAW") or (iii) any other applicable securities laws, and that EMKT and Top Team's reliance on such exemption or related exemptions is predicated in part on the following representations and agreements made to EMKT and Top Team by such Seller: (a) Such Seller is acquiring the Purchase Consideration and the Exchange Consideration (together, the "CONSIDERATION") to be issued to such Seller hereunder for its investment for his or her own account and not with a view to or for sale in connection with any distribution nor on behalf and resale thereof, with no intention of distributing or reselling the same; and such Seller is not aware of any U.S. personparticular occasion, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the investment in the Parent Shares. The Seller understands that the Parent Shares are being offered to it in reliance on a specific exemption from the registration requirements of U.S. federal and state securities laws and that the Parent is relying event or circumstance upon the truth and accuracy occurrence or happening of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order which he or it intends to determine the applicability dispose of such exemptions and the suitability of the Seller to be issued the Parent Shares.shares; (b) The Such Seller has been furnished with access to all publicly available materials relating to (other than ▇▇▇▇▇▇ Flank) is (i) either an "accredited investor" as defined in Rule 501(a) promulgated under the business, finances, and operation Securities Act or (ii) a "qualified purchaser" within the meaning of Section 25102(n)(2) of the Parent. The Seller understands California Law or (iii) has such knowledge and experience in financial and business matters that no governmental agency has passed on he or made any recommendation or endorsement she is capable of evaluating the merits and risks of the Parent Shares.Transactions. Such Seller is aware that the Consideration constitutes "restricted," "letter" or "investment" securities and such Seller by reason of his business or financial experience has the capacity to protect his own interest in connection with the Transactions; and (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Such Seller agrees that any transfer not to sell, transfer, assign, pledge, hypothecate or resale otherwise dispose of the Parent Shares on any U.S. securities exchange his or to a U.S. person shall be registered pursuant to its shares received in this transaction without registration under the Securities Act and the California Law, and any other applicable securities laws, or transferred or sold pursuant without an opinion of counsel satisfactory to an available exemption EMKT and Top Team that the transaction by which such shares are proposed to be disposed of is exempt from registration. (d) The Seller understands the Securities Act, the California Law and agrees any other applicable securities laws, and acknowledges that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear EMKT and Top Team will place a legend or a notation with language on the certificates representing such shares substantially to the such effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACTconcerning these restrictions.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. (ai) The Seller None of the membership interests are registered under the Securities Act or any state securities laws. Such Member understands that the offering, issuance and sale of the Interests are intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements contained in this Agreement. Such Member is not a U.S. person an “accredited investor” as that such term is defined in Rule 501 of Regulation D promulgated under Regulation S the Securities Act. (ii) Neither the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed the merits of the offer or sale of the Interests. Such Member is acquiring the membership interests solely for such Member’s own account for investment and not with a view to resale or distribution thereof in violation of the Securities Act. The Seller was outside . (iii) Such Member is unaware of, and in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the United States as membership interests, and no Member has taken any action which could give rise to any claim by any person, other than ▇▇▇▇▇ Lang LaSalle, for brokerage commissions, finders’ fees or the like relating to the transactions contemplated hereby. (iv) Such Member is not relying on the Company or any of its officers, directors, employees, advisors or representatives with regard to the tax and other economic considerations of an investment in the Interests, and such Member has relied on the advice of only such Member’s advisors. (v) Such Member understands that the membership interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws, or an exemption from registration is available. Such Member agrees that it will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the date of the execution and delivery membership interests in violation of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller Agreement. (vi) Such Member has adequate means for providing for its own account current financial needs and not anticipated future needs and possible contingencies and emergencies and has no need for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser liquidity in the United States. The Seller acknowledges that the investment in the Parent Shares involves membership interests. (vii) Such Member is knowledgeable about investment considerations and has a high degree sufficient net worth to sustain a loss of risk and further acknowledges that it can bear the economic risk of the such Member’s entire investment in the Parent SharesCompany in the event such a loss should occur. The Seller understands investment in the membership interests is suitable for such Member. (viii) Such Member represents to the Company that the Parent Shares are being offered information contained in this subparagraph (h) and in all other writings, if any, furnished to it in reliance on a specific the Company with regard to such Member (to the extent such writings relate to its exemption from registration under the Securities Act) is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration requirements of U.S. under federal and state securities laws and that in connection with the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made Interests. Each Member’s Capital Contributions have been raised in compliance with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registration. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)as amended, OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such applicable state securities laws.

Securities Matters. (a) The Seller Transferor is not a U.S. person as that term is defined under Regulation S of the Securities Act. The Seller was outside of the United States as of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent acquiring Santa Fe Shares are being issued to the Seller solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution nor on behalf of thereof. Transferor acknowledges that Santa Fe Shares are not registered under the Securities Act, or any U.S. personstate securities laws, and that Santa Fe Shares may not be transferred or sold except pursuant to the sale registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and issuance have not been pre-arranged with a purchaser in the United Statessubject to state securities laws and regulations, as applicable. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can Transferor is able to bear the economic risk of holding Santa Fe Shares for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment. Transferor recognizes that investment in Santa Fe Shares involves certain risks, including the Parent Sharespotential loss of the Subscriber’s investment herein. The Seller understands Subscriber recognizes that this Agreement do not purport to contain all the Parent Shares information which would be contained in a registration statement under the Securities Act, The Transferor acknowledges that no federal, state or foreign agency has passed upon or reviewed the terms and conditions of the transactions contemplated hereby or made any finding or determination as to the fairness of the transactions contemplated hereby. The shares are being offered to it and sold in reliance on a specific exemption exemptions from the registration requirements of U.S. federal and state securities laws law under Section 4(a)(2), and that the Parent is relying upon the truth and accuracy of the Transferor’s representations, warranties, agreements, acknowledgments, acknowledgments and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller Transferor to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parentacquire such shares. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and It is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees understood that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registration. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares certificates evidencing such shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Lawlegend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR REGISTERED WITH APPLICABLE STATE SECURITIES LAWS, NOR THE SECURITIES LAWS OF ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. OTHER JURISDICTION, AND . THEY MAY NOT BE OFFERED, SOLD, PLEDGED, SOLD OR TRANSFERRED EXCEPT: (I) OUTSIDE IN THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT PURSUANT UNDER THOSE SECURITIES LAWS OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO SANTA FE SHARES, THAT THE ACT, SALE OR (III) TRANSFER IS PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. REGISTRATION REQUIREMENTS OF THOSE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. (ai) The Seller None of the Interests are registered under the Securities Act or any state securities laws. Such Member understands that the offering, issuance and sale of the Interests are intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements contained in this Agreement. Such Member is not a U.S. person an "accredited investor" as that such term is defined in Rule 501 of Regulation D promulgated under Regulation S the Securities Act. (ii) Neither the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed the merits of the offer or sale of the Interests. Such Member is acquiring the Interests solely for such Member's own account for investment and not with a view to resale or distribution thereof in violation of the Securities Act. The Seller was outside . (iii) Such Member is unaware of, and is in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the United States as Interests, and no Member has taken any action which could give rise to any claim by any person for brokerage commissions, finders' fees (without regard to any finders' fees payable by the Company directly) or the like relating to the transactions contemplated hereby. (iv) Such Member is not relying on the Company or any of its officers, directors, employees, advisors or representatives with regard to the tax and other economic considerations of an investment in the Interests, and such Member has relied on the advice of only such Member's advisors. (v) Such Member understands that the Interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws, or an exemption from registration is available. Such Member agrees that it will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the date of the execution and delivery Interests in violation of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller Agreement. (vi) Such Member has adequate means for providing for its own account current financial needs and not anticipated future needs and possible contingencies and emergencies and has no need for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser liquidity in the United States. The Seller acknowledges that the investment in the Parent Shares involves Interests. (vii) Such Member has significant prior investment experience, including investment in non-listed and non-registered securities. Such Member is knowledgeable about investment considerations and has a high degree sufficient net worth to sustain a loss of risk and further acknowledges that it can bear the economic risk of the such Member's entire investment in the Parent SharesCompany in the event such a loss should occur. Such Member's overall commitment to investments which are not readily marketable is not excessive in view of such Member's net worth and financial circumstances and the purchase of the Interests will not cause such commitment to become excessive. The Seller understands investment in the Interests is suitable for such Member. For the avoidance of doubt, neither Member shall have any duty or obligation to notify or allow the other Member(s) to participate in any of its own business opportunities being pursued outside of the Company. (viii) Such Member represents to the Company that the Parent Shares are being offered information contained in this subparagraph (h) and in all other writings, if any, furnished to it in reliance on a specific the Company with regard to such Member (to the extent such writings relate to its exemption from registration under the Securities Act) is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration requirements of U.S. under federal and state securities laws and that in connection with the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registrationInterests. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. (a) The Each Domestic Seller is Company acknowledges and agrees that the issuance of shares of Buyer Common Stock pursuant to this Agreement will not a U.S. person as that term is defined be registered under Regulation S of the Securities Act. The Seller was outside of the United States as of the date of the execution , and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being Buyer Common Stock will be issued to the Domestic Seller for its own account and not for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with Companies in a purchaser in the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the investment in the Parent Shares. The Seller understands that the Parent Shares are being offered to it private placement transaction effected in reliance on a specific an exemption from the registration requirements of U.S. federal the Securities Act and in reliance on exemptions from the qualification requirements of applicable state securities laws. In connection therewith, each Domestic Seller Company hereby represents and warrants as follows: (i) Except as contemplated by Section 5.04(b), such Domestic Seller Company is acquiring the shares of Buyer Common Stock pursuant to this Agreement for its own account for investment and not with a view to, or for resale in connection with, the distribution thereof. Except as contemplated by Section 5.04(b), such Domestic Seller Company has no present intention of transferring or distributing any portion of the shares of Buyer Common Stock (or any interest therein). (ii) Such Domestic Seller Company has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of an investment in Buyer Common Stock and protecting its own interests in connection with such investment. Such Domestic Seller Company has reviewed Buyer's most recent Annual Report on Form 10-K and the Quarterly Reports on Form 10-Q and Current Reports on Form 8-K of Buyer filed with the SEC since the date of such Annual Report on Form 10-K. (iii) Assuming the truth and accuracy of Buyer's representations and warranties set forth in ARTICLE IV, such Domestic Seller Company is sufficiently aware of Buyer's business affairs and financial condition and has acquired sufficient information about Buyer to reach an informed and knowledgeable investment decision with respect to acquiring Buyer Common Stock pursuant to this Agreement. (iv) Such Domestic Seller Company is not acquiring the Buyer Common Stock as a result of any general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (v) With respect to the tax and other economic considerations involved in acquiring the Buyer Common Stock, such Domestic Seller Company is not relying on Buyer, and such Domestic Seller Company has carefully considered and has, to the extent it believes such discussion necessary, discussed with its professional legal, tax, accounting and financial advisors the implications of acquiring the Buyer Common Stock for its particular tax, financial and accounting situation. (vi) Such Domestic Seller Company acknowledges that the shares of Buyer Common Stock so issued pursuant to this Agreement will be "restricted securities" under Federal and state securities laws and that must be held indefinitely unless they are subsequently registered under the Parent Securities Act or an exemption from such registration is relying upon the truth and accuracy available. (vii) Such Domestic Seller Company is familiar with Rule 144 of the representations, warranties, agreements, acknowledgments, Securities Act as presently in effect and understandings each understands the restrictions and resale limitations imposed thereby and by the Securities Act. (viii) Such Domestic Seller Company acknowledge that Buyer makes no representation or warranty as to the number of shares or the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller share price to be issued paid in the Parent SharesEarnout, if any. (b) The A Domestic Seller has been furnished with access to all publicly available materials relating Company shall transfer shares of Buyer Common Stock constituting the Closing Stock Payment and the Earnout Stock Payment, if any, to the businessPrincipal and the other Persons in the amounts and, financeswith regard to the Earnout Stock Payment, if any, in the accordance with the percentages set forth opposite their names on Schedule 5.04(b) (such Persons listed on Schedule 5.04(b) being referred to herein as the "ZSI Interest Holders"), provided that each such ZSI Interest Holder shall have executed and operation delivered to Buyer the agreements set forth in Section 5.11 prior to the time he or she receives Buyer Common Stock. Except for transfers to the ZSI Interest Holders permitted by this Section 5.04(b), each Domestic Seller Company agrees not to make any disposition of all or any portion of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement shares of Buyer Common Stock without the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the consent of Buyer, which transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered (i) pursuant to registration under the Securities Act or transferred or sold pursuant to an available exemption from registration, and (ii) in compliance with any other transfer restrictions required by Buyer. (dc) The Seller understands and agrees that each certificate certificates or entry in book entries on the records books of Buyer or its agent representing the Buyer Common Stock issued to any of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language Domestic Seller Companies and to the effect of the following (ZSI Interest Holders hereunder, shall bear, in addition to any other legend or notation legends required under Applicable Law) so long as such a legend or notation is required by Applicable Lawapplicable state securities laws, the following legend: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR REGISTERED WITH UNDER ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT: EXCEPT (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER AND (II) IN ACCORDANCE WITH THE ACT (INLCUDING RULE 144RESTRICTIONS AND CONDITIONS SET FORTH IN A STOCK RESTRICTION AND NON-COMPETE AGREEMENT DATED AS OF JANUARY [●], IF AVAILABLE)2015 BY AND AMONG THE PARTIES THERETO. A COPY OF THE APPLICABLE PROVISIONS OF SUCH AGREEMENT SHALL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL, AND, IF REQUESTED BY IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER EFFECT THAT SUCH ANY SALE OR TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. OF THESE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT WILL BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. In order to consult prevent any transfer from taking place in violation of this Agreement, any Restriction Agreement or applicable law, Buyer may cause a stop transfer order to be placed with its own Tax advisors transfer agent with respect to the Tax consequences Buyer Common Stock. Buyer will not be required to the Seller transfer on its books any shares of the purchase, receipt, Buyer Common Stock that have been sold or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership transferred in violation of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects provision of changes in such lawsthis Agreement or applicable law.

Securities Matters. (a) The Seller Such LED Supply Member that acquires Equity Merger Consideration under this Agreement is doing so for investment and for its own account, not as a U.S. person as that term is defined under Regulation S nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act, this Agreement, or any other Applicable Law. The Seller was outside of Such LED Supply Member understands that the United States as of the date of the execution and delivery of Equity Merger Consideration issued under this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller for its own account and not for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in registered under the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree Securities Act, by reason of risk and further acknowledges that it can bear the economic risk of the investment in the Parent Shares. The Seller understands that the Parent Shares are being offered to it in reliance on a specific exemption from the registration requirements provisions of U.S. federal the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein such LED Supply Member’s representations as expressed in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Sharesthis Section 4.6. (b) The Seller has been furnished with access to all publicly available materials relating to Such LED Supply Member is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent SharesSecurities Act. (c) The Seller Such LED Supply Member that acquires Equity Merger Consideration under this Agreement acknowledges that, as of the date hereof, it has been afforded access to information about the Parent and its financial condition, results of operations, business, properties, management, and prospects sufficient to enable it to evaluate its investment, including to review the Parent’s filings with the SEC. Such LED Supply Member has sought such accounting, legal, and Tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Equity Merger Consideration. Such LED Supply Member acknowledges that no party hereto nor any Affiliate or Representative of a party hereto has made any representation, express or implied, with respect to the Parent Shares are freely transferable and without restriction if the transfer accuracy, completeness, or sale adequacy of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange available information except or to a U.S. person shall be registered pursuant to the Securities Act extent such information is covered by the representations and warranties contained in this Agreement, any other Transaction Document or transferred or sold pursuant to an available exemption from registrationset forth in filings with the SEC. (d) The Seller Such LED Supply Member that acquires Equity Merger Consideration under this Agreement, either alone or with the assistance of a financial advisor, has such knowledge, sophistication, and experience in financial and business matters that it is capable of evaluating the merits and risks of the receipt of the of Equity Merger Consideration and of protecting its interests in connection therewith. Such LED Supply Member has the ability to bear the economic risk of this investment, including a complete loss of the investment. (e) Such LED Supply Member that acquires Equity Merger Consideration under this Agreement understands that the Equity Merger Consideration issued under this Agreement are characterized as “restricted securities” under Applicable Law inasmuch as they are being acquired from the Parent in a transaction not involving a public offering and that under such Applicable Law, the Equity Merger Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Such LED Supply Member acknowledges that the Equity Merger Consideration must be held indefinitely unless a sale of the Equity Merger Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. (f) Such LED Supply Member that acquires Equity Merger Consideration under this Agreement understands and agrees that each book-entry record or certificate representing the Equity Merger Consideration, any securities issued in respect thereof or entry in the records of the Transfer Agent representing any Parent Shares exchange therefor shall bear a legend or a notation with language to the effect of in the following form (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED WITH UNDER THE SECURITIES LAWS OF ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT (“REGULATION S”) AND IN COMPLIANCE WITH THE APPLICABLE NON-U.S. STATE SECURITIES LAWS, (II) PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT SUCH ANY PROPOSED TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT RESALE IS IN COMPLIANCE WITH THE ACTSECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” (eg) The Seller Such LED Supply Member that acquires Equity Merger Consideration under this Agreement has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller such LED Supply Member of the purchase, receipt, or ownership of the Parent SharesEquity Merger Consideration, including the Tax consequences under Applicable Law. The Seller Such LED Supply Member acknowledges that none of the Parent, its Affiliates, or its representatives Representatives makes or has made any representations or warranties to the Seller such LED Supply Member regarding the Tax consequences to the Seller such LED Supply Member of the receipt or ownership of any Parent Sharesthe Equity Merger Consideration, including the Tax consequences under federal, state, local, and other Applicable Law and the possible effects of changes in such laws. (h) Such LED Supply Member that acquires Equity Merger Consideration under this Agreement, if an individual, is a resident of the state shown in the records of LED Supply. Such LED Supply Member, if an entity, is duly organized, validly existing, and in good standing under the Applicable Law of its jurisdiction of formation, as reflected in the records of LED Supply.

Securities Matters. With respect to the purchase price paid in common shares of stock of Tipperary Corporation, SELLER makes the following additional agreements, warranties and representations. (a) The Seller SELLER is not a U.S. person an “Accredited Investor” as that term is defined under in Rule 501(a) of Regulation S of D promulgated by the Securities ActExchange Commission. (b) SELLER has access to information and materials concerning BUYER and its business, operations, structuring and financing, including its Form 10-KSB for the Fiscal Year Ended December 31, 2001, Quarterly Report on Form 10-QSB for the quarter ended March 31, 2002, and its definitive proxy statement relating to its Annual Meeting of Shareholders held on April 23, 2002. The Seller was outside of SELLER understands that BUYER faces several risks in its business as well as risks faced by the United States as of oil and gas business and risks described in the date of Form 10-KSB or incorporated therein by reference. All information requested by SELLER from BUYER or its representatives concerning BUYER and the execution terms and delivery conditions of this Agreement has been furnished to SELLER’s satisfaction. SELLER has had the opportunity to ask questions of and receive answers from management of BUYER concerning BUYER and the terms and conditions of this Agreement, and to obtain from BUYER any additional information which BUYER possesses or can acquire without unreasonable effort or expense that is outside necessary to verify the United States as accuracy of the Closing Date. The Seller acknowledges that the Parent Shares information provided to SELLER. (c) Any shares of BUYER acquired by SELLER hereunder are being issued to the Seller for its SELLER’S own account and not for distribution nor or on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the investment in the Parent Shares. The Seller understands that the Parent Shares are being offered to it in reliance on a specific exemption from the registration requirements of U.S. federal and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on other person or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registrationentity. (d) The Seller understands and agrees that each certificate If any shares of BUYER are acquired hereunder, no shares will be acquired with a view towards the distribution or entry redistribution with the intent to divide SELLER’s participation with others except in the records of the Transfer Agent representing strict compliance with any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACTapplicable securities laws.” (e) SELLER will only resell any shares acquired under this agreement pursuant to registration under the Act and the laws of any applicable states or pursuant to an exemption from registration. The Seller only registration rights which SELLER has had with respect to any shares acquired hereunder are as set forth in the opportunity Registration Rights Agreement attached hereto as Exhibit “F”. The stock certificates representing the shares of BUYER will bear a legend substantially as follows: The shares represented by this Certificate have not been registered under the Securities Act of 1933 (the “Act”) and are “restricted securities” as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to consult an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability which is to be established to the satisfaction of the Company. (f) With respect to any common shares of Tipperary Corporation received by SELLER hereunder, and prior to any proposed sale, assignment, transfer or pledge of the shares (other than transfers not involving a change in beneficial ownership), unless there is in effect a registration statement under the Act covering the proposed transfer, SELLER shall give written notice to BUYER of its own Tax advisors intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied, at SELLER’s expense, by an unqualified written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to BUYER and addressed to BUYER, to the effect that the proposed transfer of the shares may be effected without registration under the Act, whereupon the holder of such shares shall be entitled to transfer them in accordance with the terms of the notice delivered by the holder to BUYER. Each such notice shall also be accompanied by a written agreement of the proposed transferee to conform to the requirements hereof. Each certificate evidencing the securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and BUYER such legend is not required to order to establish compliance with any provision of the Act. (g) SELLER will execute and deliver to BUYER any document, or do any other act or thing, which BUYER many reasonably request in connection with any transfer or acquisition of shares under this Agreement. (h) SELLER has not distributed any written materials furnished by BUYER to anyone other than SELLER’s professional advisors. (i) SELLER represents that the statements made and other information provided in this Agreement, and all other information with respect to the Tax consequences financial position and business experience of SELLER which has been previously supplied by SELLER to BUYER are materially complete and accurate as of the date this Agreement is executed by SELLER, and, if there should be any material change in such information prior to the Seller acceptance or rejection of this Agreement, SELLER will immediately provide revised information to BUYER. (j) SELLER represents that SELLER is familiar with the type of investment which the shares received in compensation hereunder constitute. SELLER believes that any shares received hereunder are shares of the purchase, receipt, or ownership kind SELLER wishes to acquire and that the nature of the Parent Shares, including shares received and the Tax consequences under Applicable Law. The Seller acknowledges that none amount of the Parent, its Affiliates, purchase price received in shares is consistent with the overall investment program and financial position of SELLER. SELLER’s overall commitment to investments which are not readily marketable is not disproportionate to SELLER’s net worth; SELLER’s investment in BUYER will not cause such overall commitment to become excessive; and SELLER can afford to bear the loss of SELLER’s entire investment in BUYER. (k) SELLER has such knowledge and experience in financial and business matters in general to evaluate the merits and risks of the prospective investment and to make an informed investment decision. (l) SELLER understands that no federal or its representatives makes or state agency has made any representations finding or warranties determination regarding the fairness of the shares or any recommendation or endorsement concerning an investment in BUYER. (m) SELLER represents and warrants that there is no finder’s fee or commission payable SELLER with respect to its receipt of shares hereunder. (n) SELLER understands that no securities administrator of any governmental agency has made any finding or determination relating to the Seller regarding the Tax consequences to the Seller fairness of the receipt or ownership this investment and that no securities administrator of any Parent Sharesstate has recommended or endorsed, including or will recommend or endorse, the Tax consequences under Applicable Law and the possible effects offering of changes in such lawsany securities received hereunder.

Securities Matters. (a) The Seller is Purchaser understands and acknowledges that the Shares have not a U.S. person as that term is defined been registered under Regulation S of the Securities Act. The Seller was outside of , or the United States as of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller for its own account and not for distribution nor on behalf securities laws of any U.S. personstate or foreign jurisdiction and, and the sale and issuance have unless so registered, may not been pre-arranged with be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a purchaser in the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the investment in the Parent Shares. The Seller understands that the Parent Shares are being offered to it in reliance on a specific exemption from transaction not subject to, the registration requirements of U.S. federal the Securities Act and state any applicable securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Sharesany state or foreign jurisdiction. (b) The Seller has been furnished Purchaser is acquiring the Securities for its own account for investment purposes and not with access to all publicly available materials relating to a view to, or for offer or sale for the businessCompany in connection with, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on distribution or made any recommendation or endorsement of the Parent Sharesresale thereof. (c) The Seller acknowledges Purchaser understands that the Parent Shares are freely transferable Securities purchased pursuant to this Agreement will be in unregistered form only and without restriction if the transfer or sale that any certificates delivered to it in respect of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registration. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall will bear a legend or a notation with language substantially to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Laweffect: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTIONSTATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR AND APPLICABLE NON-U.S. STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. (a) The Seller This Agreement is made with Investor in reliance upon Investor's representation to the Company, which by Investor's execution of this Agreement, Investor hereby confirms, that the Securities to be acquired by Investor will be acquired for investment for Investor's own account, not as a U.S. nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Investor has no present intention of selling, granting any participation in, or otherwise distributing the same, except Investor may, subject to the restrictions set forth in this Agreement and if applicable, transfer the Securities to a person as or entity that term directly or indirectly, through one or more intermediaries, controls or is defined under Regulation S common control with Investor. By executing this Agreement, Investor further represents that Investor does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Securities. (b) Investor has discussed the Company's business, management, financial affairs and the terms and conditions of the offering of the Securities Act. The Seller was outside with the Company's management and has reviewed the Company's books, records and facilities and obtained all additional information necessary to verify the accuracy of the United States information supplied or to which it has access. Investor understands that such discussions, as well as any written information delivered by the Company to Investor, were intended to describe the aspects of the date Company's business that it believes to be material. Investor represents and acknowledges that it has utilized the services of its own professionals to evaluate the merits and risks of this investment. Investor represents and acknowledges that it has been solely responsible for its own "due diligence" investigation of the execution Company and delivery its management and business, for its own analysis of the merits and risks of this Agreement investment, and is outside the United States as for its own analysis of the Closing Datefairness, desirability, and tax consequences of the terms of the investment. The Seller Investor acknowledges that the Parent Shares are terms and conditions of the Securities being issued acquired hereby have been determined through negotiation between the parties and bear no relationship to the Seller for its own account and not for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk assets or book value of the Company, or other customary investment criteria. (c) This Agreement and all other documents delivered by Investor to the Company or its attorneys or agents in connection herewith or with the Parent Shares. The Seller transactions contemplated hereby, taken as a whole, do not contain any untrue statement of a material fact nor, to Investor's knowledge, omit to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. (d) Investor understands that the Parent Shares are being offered to it in reliance on Securities have not been, and will not be, registered under the Securities Act of 1933 (the "Securities Act"), by reason of a specific exemption from the registration requirements provisions of U.S. federal the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Investor's representations as expressed herein. Investor understands that the Securities are "restricted securities" under applicable Federal and state securities laws and that, pursuant to these laws, Investor must hold the Securities indefinitely unless (i) there is an effective registration covering such Securities under the Securities Act and applicable state securities laws, (ii) it first receives a letter from an attorney, acceptable to the Company's board of directors or its agents, stating that in the opinion of the attorney the proposed transfer is exempt from registration under the Securities Act and under all applicable state securities laws, or (iii) the transfer is made pursuant to Rule 144 under the Securities Act. Investor acknowledges that the Parent Company has no obligation to register or qualify the Securities for resale. Investor further acknowledges that if an exemption from registration or qualification is relying upon available, it may be conditioned on various requirements including, but not limited to, the truth time and accuracy manner of sale, the representations, warranties, agreements, acknowledgmentsholding period for the Securities, and understandings on requirements relating to the Company that are outside of Investor's control, an([ which the Seller set forth herein in order Company is under no obligation and may not be able to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Sharessatisfy. (be) The Seller has been furnished with access to all publicly available materials relating to Investor understands that the business, financesSecurities, and operation of the Parent. The Seller understands that no governmental agency has passed on any securities issued in respect thereof or made any recommendation exchange therefor, may bear one or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registration. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect all of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Lawlegends: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR REGISTERED WITH ANY AGENCY IN CONNECTION WITH, THE SALE OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: EFFECTED WITHOUT EITHER (Ii) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACTRELATED THERETO, OR (III11) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED SUPPORTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE ISSUER THAT SUCH COMPANY; OR (iii) THE TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACTEXCHANGE ACT OF 1933.”" (ef) The Seller Investor is an accredited investor as defined in Rule 501 (a) of Regulation D promulgated under the Securities Act, a summary of which is attached hereto as SCHEDULE 3.4(F), and is familiar with the foregoing Regulation D. Investor acknowledges that the Company has had a limited operating history and that an investment in the opportunity Securities involves a high degree of risk. Investor is able to consult fend for itself in evaluating and consummating the transactions contemplated by this Agreement, can bear the economic risk of its own Tax advisors with respect investment (including a possible complete loss of such investment) for an indefinite period of time and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Securities. Investor is entering into this Agreement without knowledge of any public solicitation or general advertising by the Company related to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such lawsSecurities.

Securities Matters. (a) The Seller None of the Interests are registered under the Securities Act or any state securities laws. Such Partner understands that the offering, issuance and sale of the Interests are intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements contained in this Agreement. Such Partner is not a U.S. person an “accredited investor” as that such term is defined in Rule 501 of Regulation D promulgated under Regulation S the Securities Act. (i) Neither the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed the merits of the offer or sale of the Interests. Such Partner is acquiring the Interests solely for such Partner’s own account for investment and not with a view to resale or distribution thereof in violation of the Securities Act. The Seller was outside . (ii) Such Partner is unaware of, and in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the United States as Interests, and no Partner has taken any action that could give rise to any claim by any person for brokerage commissions, finders’ fees (without regard to any finders’ fees payable by the Partnership directly) or the like relating to the transactions contemplated hereby. (iii) Such Partner is not relying on the Partnership or any of its officers, directors, employees, advisors or representatives with regard to the tax and other economic considerations of an investment in the Interests. (iv) Such Partner understands that the Interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws, or an exemption from registration is available. Such Partner agrees that it will not attempt to Transfer all or any portion of the date of the execution and delivery Interests in violation of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller Agreement. (v) Such Partner has adequate means for providing for its own account current financial needs and not anticipated future needs and possible contingencies and emergencies and has no need for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser liquidity in the United States. The Seller acknowledges that the investment in the Parent Shares involves Interests. (vi) Such Partner has significant prior investment experience, including investment in non-listed and non-registered securities. Such Partner is knowledgeable about investment considerations and has a high degree sufficient net worth to sustain a loss of risk and further acknowledges that it can bear the economic risk of the such Partner’s entire investment in the Parent SharesPartnership in the event such a loss should occur. Such Partner’s overall commitment to investments that are not readily marketable is not excessive in view of such Partner’s net worth and financial circumstances and the purchase of the Interests will not cause such commitment to become excessive. The Seller understands that investment in the Parent Shares Interests is suitable for such Partner. The representations and warranties made by any Partner in the LXP Partner Group are being offered to it qualified by the Exception Matters under and as defined in reliance on a specific exemption from the registration requirements of U.S. federal and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions Purchase Agreement and the suitability of Contribution Agreement (with the Seller term “Agreement” as used therein deemed to be issued the Parent Sharesinclude this Agreement). (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registration. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. With respect to each of M▇▇▇▇▇▇ and S▇▇▇▇▇▇▇▇: (a) The Such Seller has such knowledge, sophistication and experience in financial and business matters that it is not a U.S. person as that term is defined under Regulation S capable of evaluating the merits and risks of the Securities Act. The Seller was outside receipt of the United States as Buyer Securities and of protecting its interests in connection therewith. Such Seller has the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued ability to the Seller for its own account and not for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of this investment, including complete loss of the investment. (b) Such Seller is acquiring the Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the Parent Sharessame. The Such Seller understands that the Parent Shares are being offered to it in reliance on Note has not been registered under the Securities Act, by reason of a specific exemption from the registration requirements provisions of U.S. federal the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein such party’s representations as expressed in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Sharesthis Section 4.6. (c) The Such Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale that, as of the Parent Shares occurs outside of Effective Date and the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registration. Closing Date, it has been afforded (di) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Buyer concerning the terms and conditions of the transactions contemplated by this Agreement and the Buyer Securities, and the merits and risks of investing in the Buyer Securities, and any such questions have been answered to such party’s reasonable satisfaction; (ii) access to information about the Buyer and its own Tax advisors financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; (iii) the opportunity to obtain such additional information that the Buyer possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the Tax consequences investment and any such additional information has been provided to such Seller’s reasonable satisfaction; and (iv) the Seller opportunity to ask questions of management of the purchaseBuyer and any such questions have been answered to such Seller’s reasonable satisfaction. Such Seller has sought such accounting, receipt, or ownership legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Parent Shares, including the Tax consequences under Applicable LawBuyer Securities. The Such Seller acknowledges that none no other Party nor any Affiliate or representative of the Parent, its Affiliates, or its representatives makes or such Party has made any representations representation, express or warranties implied, with respect to the Seller regarding the Tax consequences accuracy, completeness or adequacy of any available information except or to the extent such information is covered by the representations and warranties contained herein. Except as expressly provided in this Agreement, such Seller hereby agrees that neither the Buyer nor any of its Affiliates will have or be subject to any liability for Damages or indemnification obligation to such Seller or to any other Person resulting from the receipt or ownership issuance and sale of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in Buyer Securities to such lawsSeller.

Securities Matters. (a) The Seller is Special Warrants represented hereby and the Units or other securities issuable upon the conversion of such Special Warrants have not been registered under the Securities Act of 1933, as amended, (the “Securities Act”) and have been issued to the Holder for investment purposes and not with a U.S. person view to the distribution of such Special Warrants, Units or other securities. Each certificate for the ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ Shares or other securities issued or issuable upon conversion of the Special Warrants represented hereby shall contain a legend on the face thereof, in form and substance satisfactory to legal counsel for the Corporation, setting forth the restrictions on transfer contained in this Section or such other legends as the Corporation’s legal counsel may deem advisable for the purposes of complying with applicable law. The Holder understands that term is defined the Special Warrants represented hereby and the ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ Shares or other securities issued or issuable upon conversion of the Special Warrants represented hereby constitute “restricted securities” under Regulation S the Securities Act and acknowledges that Rule 144 of the Securities Actand Exchange Commission is not now, and may not in the future be, available for resale of such securities. The Seller was outside of the United States as of the date of the execution and delivery By acceptance of this Agreement certificate, the Holder acknowledges and agrees that: (i) The Holder is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller acquiring such securities for its own account for investment, with no present intention of dividing its interest with others or of reselling or otherwise disposing of all or any portion of the same; (ii) The Holder does not intend any sale of such securities 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; Special Warrant Certificate (iii) The Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of such securities; (iv) The Holder is not aware of any circumstances presently in existence which are likely in the future to prompt a disposition of such securities; (v) Such securities were offered to the Holder in direct communication between the Holder and the Corporation and not for distribution nor on behalf through any advertisement of any U.S. person, and kind; and (vi) The Holder has the sale and issuance have not been pre-arranged with a purchaser in the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can financial means to bear the economic risk of the investment in the Parent Shares. The Seller understands that the Parent Shares are being offered which it hereby agrees to it in reliance on a specific exemption from the registration requirements of U.S. federal and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Sharesmake. (b) The Seller has been furnished with access to all publicly available materials relating to the businessAll certificates representing ▇▇▇▇ ▇▇▇▇▇▇, finances▇▇▇▇ ▇▇▇▇▇▇▇▇, and operation ▇▇▇▇ ▇▇▇▇▇▇▇ Shares or other securities issued or issuable upon conversion of the Parent. The Seller understands that no governmental agency has passed on Special Warrants represented hereby will be endorsed with a legend substantially as follows or made such similar or other legends as deemed advisable by the Corporation to ensure compliance with the Securities Act and any recommendation other applicable laws or endorsement of the Parent Shares.regulations: (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made Holder will comply with a non-U.S. person subject to all other applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant legislation in addition to the Securities Act to which the Holder is subject in selling or transferred transferring any ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ Shares or sold pursuant other securities issued or issuable upon conversion of the Special Warrants represented hereby and the Corporation may refuse to an available exemption from registrationregister any sale or transfer not in compliance with such other securities legislation. (d) The Seller understands Notwithstanding any other provision of this Special Warrant Certificate, the conversion rights set out herein, and agrees that each certificate or entry in the records rights of the Transfer Agent representing Holder to any Parent Units, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ Shares shall bear a legend or a notation other securities are expressly made subject to compliance with language all applicable securities laws. No securities will be issued pursuant to the effect provisions hereof or any Special Warrant represented hereby if the issuance of the following (in addition to any other legend or notation required under Applicable Law) so long as such securities would constitute a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller violation of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such applicable securities laws.

Securities Matters. (a) The Seller None of the Interests are registered under the Securities Act or any state securities laws. Such Member understands that the offering, issuance and sale of the Interests are intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements contained in this Agreement. Such Member is not a U.S. person an “accredited investor” as that such term is defined in Rule 501 of Regulation D promulgated under Regulation S the Securities Act. (b) Neither the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed the merits of the offer or sale of the Interests. Such Member is acquiring the Interests solely for such Member’s own account for investment and not with a view to resale or distribution thereof in violation of the Securities Act. The Seller was outside . (c) Such Member is unaware of, and is in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the United States as Interests, and no Member has taken any action which could give rise to any claim by any person for brokerage commissions, finders’ fees (without regard to any finders’ fees payable by the Company directly) or the like relating to the transactions contemplated hereby. (d) Such Member is not relying on the Company or any of its officers, directors, employees, advisors or representatives with regard to the tax and other economic considerations of an investment in the Interests, and such Member has relied on the advice of only such Member’s advisors. (e) Such Member understands that the Interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws, or an exemption from registration is available. Such Member agrees that it will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the date of the execution and delivery Interests in violation of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller Agreement. (f) Such Member has adequate means for providing for its own account current financial needs and not anticipated future needs and possible contingencies and emergencies and has no need for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser liquidity in the United States. The Seller acknowledges that the investment in the Parent Shares involves Interests. (g) Such Member has significant prior investment experience, including investment in non-listed and non-registered securities. Such Member is knowledgeable about investment considerations and has a high degree sufficient net worth to sustain a loss of risk and further acknowledges that it can bear the economic risk of the such Member’s entire investment in the Parent SharesCompany in the event such a loss should occur. Such Member’s overall commitment to investments which are not readily marketable is not excessive in view of such Member’s net worth and financial circumstances and the purchase of the Interests will not cause such commitment to become excessive. The Seller understands investment in the Interests is suitable for such Member. (h) Such Member represents to the Company that the Parent Shares are being offered information contained in this paragraph 8 and in all other writings, if any, furnished to it in reliance on a specific the Company with regard to such Member (to the extent such writings relate to its exemption from registration under the Securities Act) is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration requirements of U.S. under federal and state securities laws and that in connection with the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registrationInterests. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. (a) The 3.23.1. Each Seller is not financially able to hold the Buyer Parent Common Stock received by such Seller for long-term investment and to suffer a U.S. person as that term is defined under Regulation S complete loss of the Securities Actsuch Seller’s investment in Buyer Parent Common Stock received by such Seller hereunder. The Buyer Parent Common Stock received by each such Seller was outside of the United States as of the date of the execution and delivery of this Agreement and hereunder is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the obtained by each such respective Seller for his, her or its own account for investment purposes, and not for with a view to any distribution nor on behalf thereof in violation of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the investment in the Parent Shares. The Seller understands that the Parent Shares are being offered to it in reliance on a specific exemption from the registration requirements of U.S. federal and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registration. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Each Seller has had the opportunity to consult ask questions of Buyer Parent and its officers and employees and to receive to such Seller’s satisfaction such information about the business and financial condition of Buyer Parent as such Seller considers necessary or appropriate for deciding whether to acquire the Buyer Parent Common Stock, and such Seller is fully capable of understanding and evaluating the risks associated with the ownership of the Buyer Parent Common Stock received by such Seller hereunder. 3.23.2. Each Seller has conducted his, her or its own Tax advisors diligence investigation with respect to the Tax consequences merits and risks associated with his, her or its investment in the Buyer Parent Common Stock to be received by such Seller hereunder. Notwithstanding that Representatives of Buyer Parent may have provided information to such Seller, such Seller is not relying on, and has not relied on, any representation by Buyer Parent or any Affiliate or Representative of Buyer Parent other than the representations and warranties of Buyer Parent hereunder. 3.23.3. Each Seller understands and acknowledges that the Buyer Parent Common Stock received by such Seller hereunder are “restricted securities” under the United States federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering. Accordingly, each Seller understands and acknowledges that, under such laws and applicable regulations, such securities may be resold without registration under the applicable United States securities laws only in certain limited circumstances and the Buyer Parent Common Stock received by such Seller hereunder will bear a customary legend noting that such securities constitute restricted securities under the Securities Act. 3.23.4. Each Seller is acquiring the shares of the purchase, receiptBuyer Parent Common Stock solely for its own account for investment purposes and not with a view to, or ownership of the Parent Sharesfor offer or sale in connection with, including the Tax consequences under Applicable Lawany distribution thereof. The Each Seller acknowledges that none the shares of Buyer Parent Common Stock are not registered under the Securities Act, or any state securities laws, and that the shares of Buyer Parent Common Stock may not be transferred or sold except pursuant to the registration provisions of the ParentSecurities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. Each Seller is an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act. Each Seller is able to bear the economic risk of holding the shares of Buyer Parent Common Stock for an indefinite period (including total loss of its Affiliatesinvestment), or and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such lawsinvestment.

Securities Matters. (ai) The Seller None of the Interests are registered under the Securities Act or any state securities laws. Such Member understands that the offering, issuance and sale of the Interests are intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements contained in this Agreement. Such Member is not a U.S. person an "accredited investor" as that such term is defined in Rule 501 of Regulation D promulgated under Regulation S the Securities Act. (ii) Neither the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed the merits of the offer or sale of the Interests. Such Member is acquiring the Interests solely for such Member's own account for investment and not with a view to resale or distribution thereof in violation of the Securities Act. The Seller was outside . (iii) Such Member is unaware of, and in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the United States as Interests, and no Member has taken any action which could give rise to any claim by any person for brokerage commissions, finders' fees (without regard to any finders' fees payable by the Company directly) or the like relating to the transactions contemplated hereby. (iv) Such Member is not relying on the Company or any of its officers, directors, employees, advisors or representatives with regard to the tax and other economic considerations of an investment in the Interests, and such Member has relied on the advice of only such Member's advisors. (v) Such Member understands that the Interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws, or an exemption from registration is available. Such Member agrees that it will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the date of the execution and delivery Interests in violation of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller Agreement. (vi) Such Member has adequate means for providing for its own account current financial needs and not anticipated future needs and possible contingencies and emergencies and has no need for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser liquidity in the United States. The Seller acknowledges that the investment in the Parent Shares involves Interests. (vii) Such Member is knowledgeable about investment considerations and has a high degree sufficient net worth to sustain a loss of risk and further acknowledges that it can bear the economic risk of the such Member's entire investment in the Parent SharesCompany in the event such a loss should occur. Such Member's overall commitment to investments which are not readily marketable is not excessive in view of such Member's net worth and financial circumstances and the purchase of the Interests will not cause such commitment to become excessive. The Seller understands investment in the Interests is suitable for such Member. (viii) Such Member represents to the Company that the Parent Shares are being offered information contained in this subparagraph (h) and in all other writings, if any, furnished to it in reliance on a specific the Company with regard to such Member (to the extent such writings relate to its exemption from registration under the Securities Act) is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration requirements of U.S. under federal and state securities laws and that in connection with the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registrationInterests. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. (ai) The Seller Such Member acknowledges that none of the Interests are registered under the Securities Act or any state securities laws. Such Member understands that the offering, issuance and sale of the Interests are intended to be exempt from registration under the Securities Act and state securities laws based, in part, upon the representations, warranties and agreements contained in this Agreement. Such Member is not a U.S. person an “accredited investor” as that such term is defined in Rule 501 of Regulation D promulgated under Regulation S the Securities Act. (ii) Neither the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed the merits of the offer or sale of the Interests. Such Member is acquiring the Interests solely for such Member’s own account for investment and not with a view to resale or distribution thereof in violation of the Securities Act. The Seller was outside . (iii) Such Member is unaware of, and in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the United States as Interests, and neither such Member nor any of its Affiliates has taken any action which could give rise to any claim by any person for brokerage commissions, finders’ fees (without regard to any finders’ fees payable by the Company directly) or the like relating to the transactions contemplated hereby. (iv) Such Member is not relying on the Company or any of its Subsidiaries or any of their respective officers, directors, employees, advisors or representatives with regard to the tax and other economic considerations of an investment in the Interests, and such Member has relied on the advice of only such Member’s advisors. (v) Such Member understands that the Interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered, or an exemption from registration is available, under the Securities Act and applicable state securities laws. Such Member agrees that it will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the date of the execution and delivery Interests in violation of this Agreement or restrictions applicable under the Securities Act or applicable state securities laws. (vi) Such Member and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller its Affiliates have adequate means for its own account providing for their current financial needs and not anticipated future needs and possible contingencies and emergencies and have no need for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser liquidity in the United States. The Seller acknowledges that the investment in the Parent Shares involves Interests. (vii) Such Member has, directly or through its Affiliates, significant prior investment experience, including investment in non-listed and non-registered securities. Such Member, either directly or through its Affiliates, is knowledgeable about investment considerations. Such Member and its Affiliates have a high degree sufficient net worth to sustain a loss of risk and further acknowledges that it can bear the economic risk of the such Member’s entire investment in the Parent SharesCompany in the event such a loss should occur. The Seller understands that overall commitment of such Member and its Affiliates to investments which are not readily marketable is not excessive in view of the Parent Shares are being offered net worth and financial circumstances of such Member and its Affiliates and the purchase of the Interests will not cause such commitment to it become excessive. The investment in reliance on a specific the Interests is suitable for such Member. (viii) The information contained in this subparagraph (h) and in all other writings, if any, furnished to the Company or the Manager with regard to such Member and its Affiliates (to the extent such writings relate to the exemption from registration of Interests under the Securities Act or any state securities laws) is complete and accurate and may be relied upon by the Company, the Manager and the other Members in determining the availability of an exemption from registration requirements of U.S. under federal and state securities laws and that in connection with the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registrationInterests. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. (a) The Seller is not a U.S. person as that term is defined under Regulation S of the Securities Act. The Seller was outside of the United States as of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Such Seller acknowledges that the Parent Shares are being issued to the information supplied by such Seller for its own account and not for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The Seller acknowledges warranties contained herein will be relied upon by Buyer in concluding that the investment in Stock Consideration has been issued pursuant to Regulation S under, or Section 4(a)(2) of, the Parent Shares involves a high degree United States Securities Act of risk and further acknowledges that it can bear 1933, as amended (the economic risk of the investment in the Parent Shares. The Seller understands that the Parent Shares are being offered to it in reliance on a specific “Securities Act”), or another exemption from the registration requirements of U.S. federal the Securities Act. Such Seller represents and state securities laws warrants that information provided to Buyer in such Seller’s Investor Questionnaire is accurate and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Sharescomplete. (b) The Such Seller acknowledges and agrees that the Stock Consideration has not been furnished with access to all publicly available materials relating and will not be registered prior to the business, financesClosing under the Securities Act or under the applicable securities laws of any state or other jurisdiction, and operation of that the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of relevant clearances have not been and will not be obtained from the Parent SharesSecurities and Exchange Commission (the “SEC”) prior to the Closing. (c) The Such Seller acknowledges that that, unless and until the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and Stock Consideration is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to under the Securities Act pursuant to Section 6 of this Agreement, subject to certain exceptions, the Stock Consideration, or transferred any part thereof, may not be offered, sold, resold, taken up, transferred, delivered or sold distributed, directly or indirectly, within the United States, except pursuant to an available exemption from registrationfrom, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of the states of the United States. (d) The Such Seller understands and agrees that each certificate is: (i) an “accredited investor” as defined in Rule 501(a) of Regulation D and/or is not a “U.S. Person” (as defined in Regulation S); (ii) not receiving the Stock Consideration as a result of any “general solicitation” or entry “general advertising” (as those terms are defined in Regulation D); and (iii) receiving the records Stock Consideration for its own account with no present intention of distributing the Transfer Agent representing Stock Consideration or an amount thereof, or any Parent Shares shall bear a legend arrangement or a notation understanding with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as persons regarding the distribution of such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receiptStock Consideration, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such lawsotherwise.

Securities Matters. (a) The Seller Each Member that acquires Purchaser Common Stock under this Agreement is doing so for investment and for its own account, not as a U.S. person as that term is defined under Regulation S nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the same in violation of the Securities Act, this Agreement, or any other Applicable Law. The Seller was outside Such Member understands that the shares of the United States as of the date of the execution and delivery of Purchaser Common Stock issued under this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller for its own account and not for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in registered under the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree Securities Act, by reason of risk and further acknowledges that it can bear the economic risk of the investment in the Parent Shares. The Seller understands that the Parent Shares are being offered to it in reliance on a specific exemption from the registration requirements provisions of U.S. federal the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein such Member’s representations as expressed in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Sharesthis Section 3.6. (b) The Seller Each Member that acquires Purchaser Common Stock under this Agreement acknowledges that, as of the date hereof, it has been furnished with afforded access to all publicly available materials relating information about Purchaser and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment, including to review Purchaser’s filings with the SEC. Such Member has sought such accounting, legal and Tax advice as it has considered necessary to make an informed decision with respect to its acquisition of Purchaser Common Stock. Such Member acknowledges that no party hereto nor any Affiliate or Representative of a party hereto has made any representation, express or implied, with respect to the businessaccuracy, financescompleteness or adequacy of any available information except or to the extent such information is covered by the representations and warranties contained in this Agreement or set forth in filings with the SEC. Subject to the representations, warranties and operation covenants of Purchaser contained in this Agreement and the Parent. The Seller understands information set forth in filings with the SEC, such Member hereby agrees that no governmental agency has passed on neither Purchaser nor any of its Affiliates will have or made be subject to any recommendation Liability or endorsement indemnification obligation to any Member or to any other Person resulting from the issuance of the Parent Sharesshares of Purchaser Common Stock to that Member. (c) The Seller acknowledges Each Member that acquires Purchaser Common Stock under this Agreement, either alone or with the Parent Shares are freely transferable assistance of a financial advisor, has such knowledge, sophistication and without restriction if experience in financial and business matters that it is capable of evaluating the transfer or sale merits and risks of the Parent Shares occurs outside receipt of the U.S. shares of Purchaser Common Stock and is made with of protecting its interests in connection therewith. Such Member has the ability to bear the economic risk of this investment, including a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale complete loss of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registrationinvestment. (d) The Seller Each Member that acquires Purchaser Common Stock under this Agreement understands that the shares of Purchaser Common Stock issued under this Agreement are characterized as “restricted securities” under Applicable Law inasmuch as they are being acquired from Purchaser in a transaction not involving a public offering and that under such Applicable Law, the Purchaser Common Stock may be resold without registration under the Securities Act only in certain limited circumstances. Such Member acknowledges that the Purchaser Common Stock must be held indefinitely unless a sale of the Purchaser Common Stock is subsequently registered under the Securities Act or an exemption from such registration is available. (e) Each Member that acquires Purchaser Common Stock under this Agreement understands and agrees that each book-entry record or certificate representing the Purchaser Common Stock, any securities issued in respect thereof or entry in the records of the Transfer Agent representing any Parent Shares exchange therefor shall bear a legend or a notation with language to the effect of in the following form (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED WITH UNDER THE SECURITIES LAWS OF ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT (“REGULATION S”) AND IN COMPLIANCE WITH THE APPLICABLE NON-U.S. STATE SECURITIES LAWS, (II) PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT SUCH ANY PROPOSED TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT RESALE IS IN COMPLIANCE WITH THE ACTSECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” (ef) The Seller Each Member that acquires Purchaser Common Stock under this Agreement has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller such Member of the purchase, receipt, receipt or ownership of the Parent SharesPurchaser Common Stock, including the Tax consequences under Applicable Law. The Seller Such Member acknowledges that none of the ParentPurchaser, its Affiliates, or its representatives Representatives makes or has made any representations or warranties to the Seller such Member regarding the Tax consequences to the Seller such Member of the receipt or ownership of any Parent Sharesthe Purchaser Common Stock, including the Tax consequences under Federal, state, local and other Applicable Law and the possible effects of changes in such laws (g) Each Member that acquires Purchaser Common Stock under this Agreement, if an individual, is a resident of the state shown in the Company’s records. Such Member, if an entity, is duly organized, validly existing, and in good standing under the Applicable Law of its jurisdiction of formation, as reflected in the Company’s records.

Securities Matters. (a) The Seller is not a U.S. person as that term is defined under Regulation S of the Securities Act. The Seller was outside of the United States as of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Each Participating Seller acknowledges that the Parent Shares are being issued to information supplied in the representations and warranties contained herein and in the Seller for its own account Questionnaire will be relied upon by Purchaser and not for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser Parent in the United States. The Seller acknowledges concluding that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk Purchaser Units will be issued pursuant to Section 4(a)(2) of the investment in the Parent Shares. The Seller understands that the Parent Shares are being offered to it in reliance on a specific Securities Act or another exemption from the registration requirements of U.S. federal and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent SharesSecurities Act. (b) The Each Participating Seller: (i) is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act (an “Accredited Investor”); (ii) has not been presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of “general solicitation” or “general advertising” (as those terms are defined in Regulation D) in connection and concurrently with this Agreement and the transactions contemplated hereby and is not receiving the Purchaser Units as a result of any such general solicitation or general advertising; and (iii) is acquiring the Purchaser Units for his, her or its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and, except as contemplated by this Agreement, such Participating Seller has been furnished with access to all publicly available materials relating to no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Sharesdisposition thereof. (c) The certifications in the applicable Seller acknowledges that the Parent Shares Questionnaire are freely transferable true, correct and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registrationcomplete in all respects. (d) The Each Participating Seller is sufficiently aware of Purchaser’s business affairs and financial condition to evaluate the risks and merits of receiving the Purchaser Units and reach an informed and knowledgeable decision to receive the Purchaser Units. Each Participating Seller is able to financially bear the risks of receiving the Purchaser Units. Each Participating Seller acknowledges that certain information regarding Purchaser and Parent is publicly available via the SEC’s website (w▇▇.▇▇▇.▇▇▇). Each Participating Seller has made its own investment decision to receive the Purchaser Units based on its own knowledge and experience in finance and business and information which is publicly available, including Parent SEC Documents, as well as the written warranties of Purchaser pursuant to Article 4. (e) Each Participating Seller acknowledges and understands that the Purchaser Units issuable pursuant to this Agreement have not been registered under the Securities Act and agrees are “restricted securities” within the meaning of Rule 144 under the Securities Act, and such shares cannot be sold, transferred or otherwise disposed of unless the resale of such shares is subsequently registered under the Securities Act or an exemption from registration is then available. (f) Each Participating Seller acknowledges and understands that each certificate or book-entry in the records of the Transfer Agent representing any Parent Shares Purchaser Units issued hereunder shall bear a legend or a notation with language to the effect of the following legends (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is legends required by Applicable Law: “Law or governing documents of Purchaser): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH UNDER THE SECURITIES LAWS OF ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED RESOLD EXCEPT AS PERMITTED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. STATE SECURITIES LAWS, (II) PURSUANT TO REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO EXEMPTION THEREFROM. THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT SUCH ANY PROPOSED TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT RESALE IS IN COMPLIANCE WITH THE ACTACT AND ANY APPLICABLE STATE SECURITIES LAWS.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. (a) The Seller is not a U.S. person as that term is defined an “accredited investor” within the meaning of Rule 501(a) promulgated under Regulation S of the Securities Act. The Seller was outside of the United States as of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued With respect to the Seller for its own account and not for distribution nor on behalf of any U.S. personEscrow Shares, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the investment in the Parent Shares. The Seller understands that the Parent Escrow Shares issuable hereunder are being offered to it and sold in reliance on a specific exemption exemptions from the registration requirements of U.S. United States federal and state securities laws Laws and that the Parent is relying in part upon the truth and accuracy of of, and Seller’s compliance with, the representations, warranties, agreements, acknowledgments, acknowledgements and understandings understanding of the Seller set forth herein in this Section 3.05 in order to determine the applicability availability of such exemptions and the suitability eligibility of the Seller to acquire the Escrow Shares to be issued the Parent Sharesacquired, or that may be acquired, hereunder. (b) The Seller and its advisors have had access, through ▇▇▇▇▇, to copies of each report, registration statement and definitive proxy statement filed by Parent with the SEC and has been afforded the opportunity to ask questions of and receive answers from Parent regarding Parent and the transactions contemplated hereby. Seller understands that its investment in the shares of Parent Common Stock being issued, or issuable, hereunder involves a high degree of risk. Seller has been furnished sought such accounting, legal and Tax advice as it has considered necessary to make an informed investment decision with access respect to all publicly available materials relating to the business, finances, and operation its acquisition of the Parentshares of Parent Common Stock that may be acquired hereunder. The Seller understands that no governmental United States federal or state agency or any other Governmental Body has passed on or made any recommendation or endorsement of the shares of Parent SharesCommon Stock issuable hereunder, or the fairness or suitability of the investment in Parent Common Stock, nor have such authorities passed upon or endorsed the merits of the offering of Parent Common Stock contemplated hereby. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer does not presently have any present agreement or sale understanding, directly or indirectly, with any Person to distribute any of the shares of Parent Shares occurs outside of the U.S. and is made with Common Stock that may be received hereunder in a non-U.S. person subject to applicable foreign securities laws. The Seller agrees transaction that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to would violate the Securities Act or transferred or sold pursuant to an available exemption from registrationany state securities Laws. (d) The Seller understands that the Escrow Shares issued hereunder have not been and agrees will not be registered under the Securities Act or any state securities Laws, and may not be offered for sale, sold, assigned or transferred unless (i) subsequently registered thereunder or (ii) pursuant to an exemption from such registration, including pursuant to Rule 144 (or a successor rule thereto), and that each certificate neither Parent nor any other Person is under any obligation to register such shares of Parent Common Stock under the Securities Act or entry any state securities Laws. Seller further understands and acknowledges that Escrow Shares issued to it at Closing pursuant to Section 1.02 will be placed into the Escrow Account pursuant to the terms and conditions herein and in the records Escrow Agreement and that, except as expressly provided for herein or in the Escrow Agreement (including without limitation Section 9.04(c) hereof), Seller may not sell, assign or transfer the Escrow Shares during the term of the Transfer Agent Escrow Agreement. (e) Seller understands that the certificates or other instruments representing any Parent the Escrow Shares shall issuable hereunder will bear a restrictive legend as set forth below and an additional legend indicating the certificates are subject to the holding period restrictions of Section 3.05(d) above, and that a stop-transfer order may be placed against transfer of such stock certificates; provided that any such legend shall be removed and Parent shall issue a certificate without legend to the holder of the shares of Parent Common Stock at Parent’s cost and expense, if (i) such shares of Parent Common Stock are registered pursuant to an effective registration statement under the Securities Act; or (ii) in connection with a notation with language sale, assignment or other transfer, Parent receives an opinion of counsel, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of such shares of Parent Common Stock may be made without registration under the applicable requirements of the Securities Act and state Law, including pursuant to Rule 144; provided further that, after the expiration of the holding period applicable pursuant to Rule 144, the legend indicating that the certificates are subject to restrictions thereof shall be removed and Parent shall issue a certificate without such legend to the holder of the shares of Parent Common Stock at Parent’s cost and expense, as and when requested by Seller. (f) Seller understands that, except as provided in Section 3.05(e), all certificates or other instruments representing the Escrow Shares issuable hereunder shall bear the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Lawrestrictive legends: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTIONAND, AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED, OFFERED OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO UNDER THE ACT, SECURITIES ACT OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES AND IN ACCORDANCE WITH THE ACT OR APPLICABLE NON-U.S. STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A STOCK PURCHASE AGREEMENT BY AND AMONG TFI HOLDINGS, INC., GREEN FUEL SERVICES, LLC, ▇▇▇▇▇▇▇▇ HYDROCARBONS HOLDINGS CORPORATION AND ▇▇▇▇▇▇▇▇ CORPORATION, DATED MARCH 7, 2012. THE CERTIFICATES REPRESENTING THESE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE HAVE BEEN DEPOSITED WITH THE ACTBANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS ESCROW AGENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE SECRETARY OF ▇▇▇▇▇▇▇▇ CORPORATION.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. With respect to each of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇: (a) The Such Seller has such knowledge, sophistication and experience in financial and business matters that it is not a U.S. person as that term is defined under Regulation S capable of evaluating the merits and risks of the Securities Act. The Seller was outside receipt of the United States as Buyer Securities and of protecting its interests in connection therewith. Such Seller has the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued ability to the Seller for its own account and not for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of this investment, including complete loss of the investment. (b) Such Seller is acquiring the Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the Parent Sharessame. The Such Seller understands that the Parent Shares are being offered to it in reliance on Note has not been registered under the Securities Act, by reason of a specific exemption from the registration requirements provisions of U.S. federal the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein such party’s representations as expressed in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Sharesthis Section 4.6. (c) The Such Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale that, as of the Parent Shares occurs outside of Effective Date and the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registration. Closing Date, it has been afforded (di) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Buyer concerning the terms and conditions of the transactions contemplated by this Agreement and the Buyer Securities, and the merits and risks of investing in the Buyer Securities, and any such questions have been answered to such party’s reasonable satisfaction; (ii) access to information about the Buyer and its own Tax advisors financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; (iii) the opportunity to obtain such additional information that the Buyer possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the Tax consequences investment and any such additional information has been provided to such Seller’s reasonable satisfaction; and (iv) the Seller opportunity to ask questions of management of the purchaseBuyer and any such questions have been answered to such Seller’s reasonable satisfaction. Such Seller has sought such accounting, receipt, or ownership legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Parent Shares, including the Tax consequences under Applicable LawBuyer Securities. The Such Seller acknowledges that none no other Party nor any Affiliate or representative of the Parent, its Affiliates, or its representatives makes or such Party has made any representations representation, express or warranties implied, with respect to the Seller regarding the Tax consequences accuracy, completeness or adequacy of any available information except or to the extent such information is covered by the representations and warranties contained herein. Except as expressly provided in this Agreement, such Seller hereby agrees that neither the Buyer nor any of its Affiliates will have or be subject to any liability for Damages or indemnification obligation to such Seller or to any other Person resulting from the receipt or ownership issuance and sale of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in Buyer Securities to such lawsSeller.

Securities Matters. (a) The Seller is not a U.S. person Such Shareholder has such knowledge and experience in financial and business matters and such experience in evaluating and investing in companies such as that term is defined under Regulation S Purchaser as to be capable of evaluating the Securities Act. The Seller was outside merits and risks of the United States as of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller for its own account and not for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The Seller acknowledges that the an investment in the Parent Shares involves a high degree of risk and further acknowledges that it can Zygo Common Stock. Such Shareholder has the financial ability to bear the economic risk of the such Shareholder's investment in the Parent Shares. The Seller understands that the Parent Shares are Zygo Common Stock being offered acquired by such Shareholder hereunder, has adequate means for providing for such Shareholder's current needs and contingencies and has no need for liquidity with respect to it such Shareholder's investment in reliance on a specific exemption from the registration requirements of U.S. federal and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent SharesPurchaser. (b) The Seller has been furnished with access to all publicly available materials relating to Such Shareholder is acquiring the businessZygo Common Stock for investment for Shareholder's own account, financesfor investment purposes only, and operation of not with the Parentview to, or for resale in connection with, any distribution thereof. The Seller Such Shareholder understands that no governmental agency has passed on the Zygo Shares have not been registered under the Securities Act of 1933, or made any recommendation or endorsement under the securities laws of various states, by reason of a specified exemption from the Parent Sharesregistration provisions thereunder which depends upon, among other things, the bona fide nature of such Shareholder's investment intent as expressed herein. (c) The Seller Such Shareholder acknowledges that the Parent Zygo Shares must be held indefinitely unless they are freely transferable subsequently registered under the Securities Act and without restriction if the transfer under applicable state securities laws or sale an exemption from such registration is available. Such Shareholder has been advised or is aware of the Parent Shares occurs outside provisions of Rule 144 promulgated under the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or Securities Act which permits limited resale of the Parent securities purchased in a private placement subject to the satisfaction of certain conditions including, among other things, the availability of certain current public information about Purchaser and compliance with applicable requirements regarding the holding period and the amount of securities to be sold and the manner of sale. Such Shareholder understands that only Purchaser can take action to register the Zygo Shares. (d) Such Shareholder has relied upon independent investigations made by such Shareholder or his or her representatives and is fully familiar with the business, results of operations, financial condition, prospects and other affairs of Zygo and realizes the Zygo Shares are a speculative investment for which there is no assurance of any return. Such Shareholder has, among other things, received and carefully reviewed (i) Purchaser's Annual Report on any U.S. securities exchange or to a U.S. person shall be registered Form 10-K/405 for the fiscal year ended ▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) Purchaser's Quarterly Reports on Form 10-Q dated September 30, 1999 and December 31, 1999, (iii) Purchaser's Proxy Statement dated October 6, 1999, and (iv) all other information filed by Purchaser pursuant to the Securities Act or transferred the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). Such Shareholder acknowledges that in connection with the transactions contemplated hereby, except as set forth in the foregoing documents, neither Purchaser nor anyone acting on its behalf or sold pursuant any other person has made, and such Shareholder is not relying upon, any representations, statements or projections concerning Purchaser, its present or projected results of operations, financial condition, prospects, products and services, or the value of Zygo Common Stock or Purchaser's business or any other matter in relation to Purchaser's business or affairs. Such Shareholder has had an available exemption from registrationopportunity to discuss Purchaser's business, management, financial affairs and acquisition plans with its management, to review Purchaser's facilities, and to obtain such additional information concerning such Shareholder's investment in the Zygo Common Stock in order for such Shareholder to evaluate its merits and risks, and such Shareholder has determined that the Zygo Common Stock are a suitable investment for such Shareholder. (de) The Seller Such Shareholder is aware that no federal or state or other agency has passed upon or made any finding or determination concerning the fairness of the transactions contemplated by this Agreement and the agreements contemplated herein or the adequacy of the disclosure of the exhibits and schedules hereto or thereto and such Shareholder must forego the security, if any, that such a review would provide. (f) Such Shareholder understands and agrees acknowledges that each certificate or entry in neither the records Internal Revenue Service nor any other tax authority has been asked to rule on the tax consequences of the Transfer Agent representing any Parent Shares transactions contemplated hereby or by the agreements contemplated herein and, accordingly, in making such Shareholder's decision to acquire the Zygo Common Stock such Shareholder has relied upon the investigations of such Shareholder's own tax and business advisers in addition to such Shareholder's own independent investigations, and that such Shareholder and such Shareholder's advisers have fully considered all the tax consequences of such Shareholder's acquisition of the Zygo Common Stock. (g) Such Shareholder understands that all certificates for the Zygo Common Stock issued to such Shareholder shall bear a legend or a notation with language to the effect of in substantially the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Lawform: “THE "THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR REGISTERED WITH QUALIFIED UNDER ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR TRANSFERRED EXCEPT: (I) OUTSIDE OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT DELIVERY TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY COMPANY OF AN OPINION OF COUNSEL COUNSEL, SATISFACTORY TO THE ISSUER COMPANY, THAT SUCH TRANSFER COMPLIES WITH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE NON-U.S. ANY STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws."

Securities Matters. (ai) The Seller None of the Interests are registered under the Securities Act or any state securities laws. Such Member understands that the offering, issuance and sale of the Interests are intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements contained in this Agreement. Such Member is not a U.S. person an "accredited investor" as that such term is defined in Rule 501 of Regulation D promulgated under Regulation S the Securities Act. (ii) Neither the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed the merits of the offer or sale of the Interests. Such Member is acquiring the Interests solely for such Member's own account for investment and not with a view to resale or distribution thereof in violation of the Securities Act. The Seller was outside . (iii) Such Member is unaware of, and in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the United States as Interests, and no Member has taken any action which could give rise to any claim by any person for brokerage commissions, finders' fees (without regard to any finders' fees payable by the Company directly) or the like relating to the transactions contemplated hereby. (iv) Such Member is not relying on the Company or any of its officers, directors, employees, advisors or representatives with regard to the tax and other economic considerations of an investment in the Interests, and such Member has relied on the advice of only such Member's Advisors. (v) Such Member understands that the Interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws, or an exemption from registration is available. Such Member agrees that it will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the date of the execution and delivery Interests in violation of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller Agreement. (vi) Such Member has adequate means for providing for its own account current financial needs and not anticipated future needs and possible contingencies and emergencies and has no need for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser liquidity in the United States. The Seller acknowledges that the investment in the Parent Shares involves Interests. (vii) Such Member is knowledgeable about investment considerations and has a high degree sufficient net worth to sustain a loss of risk and further acknowledges that it can bear the economic risk of the such Member's entire investment in the Parent SharesCompany in the event such a loss should occur. Such Member's overall commitment to investments which are not readily marketable is not excessive in view of such Member's net worth and financial circumstances and the purchase of the Interests will not cause such commitment to become excessive. The Seller understands investment in the Interests is suitable for such Member. (viii) Such Member represents to the Company that the Parent Shares are being offered information contained in this subparagraph (h) and in all other writings, if any, furnished to it in reliance on a specific the Company with regard to such Member (to the extent such writings relate to its exemption from registration under the Securities Act) is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration requirements of U.S. under federal and state securities laws and that in connection with the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registrationInterests. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. (a) The Seller None of the Interests are registered under the Securities Act or any state securities laws. Such Member understands that the offering, issuance and sale of the Interests are intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements contained in this Agreement. Such Member is not a U.S. person an “accredited investor” as that such term is defined in Rule 501 of Regulation D promulgated under Regulation S the Securities Act. (i) Neither the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed the merits of the offer or sale of the Interests. Such Member is acquiring the Interests solely for such Member’s own account for investment and not with a view to resale or distribution thereof in violation of the Securities Act. The Seller was outside . (ii) Such Member is unaware of, and in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the United States as Interests, and no Member has taken any action which could give rise to any claim by any person for brokerage commissions, finders’ fees (without regard to any finders’ fees payable by the Company directly) or the like relating to the transactions contemplated hereby. (iii) Such Member is not relying on the Company or any of its officers, directors, employees, advisors or representatives with regard to the tax and other economic considerations of an investment in the Interests. (iv) Such Member understands that the Interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws, or an exemption from registration is available. Such Member agrees that it will not attempt to sell, Transfer, assign, pledge or otherwise dispose of all or any portion of the date of the execution and delivery Interests in violation of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller Agreement. (v) Such Member has adequate means for providing for its own account current financial needs and not anticipated future needs and possible contingencies and emergencies and has no need for distribution nor on behalf of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser liquidity in the United States. The Seller acknowledges that the investment in the Parent Shares involves Interests. (vi) Such Member has significant prior investment experience, including investment in non-listed and non-registered securities. Such Member is knowledgeable about investment considerations and has a high degree sufficient net worth to sustain a loss of risk and further acknowledges that it can bear the economic risk of the such Member’s entire investment in the Parent SharesCompany in the event such a loss should occur. Such Member’s overall commitment to investments which are not readily marketable is not excessive in view of such Member’s net worth and financial circumstances and the purchase of the Interests will not cause such commitment to become excessive. The Seller understands investment in the Interests is suitable for such Member. (vii) Such Member represents to the Company that the Parent Shares are being offered information contained in this subparagraph (h) and in all other writings, if any, furnished to it in reliance on a specific the Company with regard to such Member (to the extent such writings relate to its exemption from registration under the Securities Act) is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration requirements of U.S. under federal and state securities laws and that in connection with the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller acknowledges that the Parent Shares are freely transferable and without restriction if the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registrationInterests. (d) The Seller understands and agrees that each certificate or entry in the records of the Transfer Agent representing any Parent Shares shall bear a legend or a notation with language to the effect of the following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes in such laws.

Securities Matters. Seller makes the following representations and warranties with respect to its receipt of the Shares: (a) The Seller is Seller, Lavin and Hicks are the s▇▇▇ ▇nd tr▇▇ ▇arties in interest and are not a U.S. person as that term is defined under Regulation S of acquiring the Securities Act. The Seller was outside of Shares for the United States as of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent Shares are being issued to the Seller for its own account and not for distribution nor on behalf benefit of any U.S. person, and the sale and issuance have not been pre-arranged with a purchaser in the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the investment in the Parent Shares. The Seller understands that the Parent Shares are being offered to it in reliance on a specific exemption from the registration requirements of U.S. federal and state securities laws and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and the suitability of the Seller to be issued the Parent Sharesother Person. (b) The Seller confirms that all documents requested by it, its officers, directors and shareholders have been made available and that each of it, its officers, directors and shareholders has been furnished supplied with access to all publicly available materials relating to the business, finances, and operation of the Parent. The Seller understands additional information concerning the Shares and Buyer that no governmental agency has passed on or made any recommendation or endorsement of the Parent Sharesbeen requested. (c) The Seller acknowledges has such knowledge and experience in financial and business matters that it is capable of evaluating the Parent Shares are freely transferable merits and without restriction if risks of owning the transfer or sale of the Parent Shares occurs outside of the U.S. and is made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered pursuant to the Securities Act or transferred or sold pursuant to an available exemption from registrationShares. (d) Seller is aware that the Shares are highly speculative and subject to substantial risks. Seller understands there is a high degree of economic risk associated with the Shares, including, but not limited to, the possibility of the complete loss of any economic value for the shares and there is limited transferability of the Shares, which may make the liquidation of the Shares impossible for the indefinite future. (e) Seller was able to ask questions of and receive answers concerning the terms and conditions of this transaction and ask questions and receive answers regarding the Company. At no time was Seller presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of general advertising. (f) The Shares are being acquired solely for the account of Seller, Lavin and Hicks, for inve▇▇▇▇▇t, a▇▇ ▇▇e not being acquired with a view to the resale, distribution, subdivision or fractionalization thereof. (g) Seller understands that the Shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, in partial reliance upon exemptions from registration for certain private offerings. Seller understands and agrees that each certificate the Shares or entry any interest therein, cannot be resold or otherwise disposed of by Seller in the records contravention of the Transfer Agent representing Securities Act or any Parent Shares shall bear other federal or any state securities law or in a legend or a notation with language to manner that could jeopardize the effect exemption from registration upon which Buyer is relying for the issuance of the Shares. (h) None of the following (in addition information has ever been represented, guaranteed or warranted to Seller or any other legend of its officers, directors or notation required under Applicable Law) so long as such a legend shareholders, expressly or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933implication, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.”by any Person: (e1) The approximate or exact length of time that Seller has had the opportunity will be required to consult its own Tax advisors with respect remain a shareholder of Buyer; or (2) The percentage of profit and/or amount of or type of consideration, profit or loss to the Tax consequences to the Seller be realized, if any, as a result of the purchase, receipt, or ownership of the Parent Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Parent, its Affiliates, or its representatives makes or has made any representations or warranties to the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Applicable Law and the possible effects of changes owning Shares in such lawsBuyer.