Common use of Investment Representation Clause in Contracts

Investment Representation. The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATION."

Investment Representation. The Investor is purchasing Preferred Optionee hereby represents and warrants that any Shares and Warrants pursuant to this Agreement which he may acquire by virtue of the exercise of the Option shall be acquired solely for its his own account account, for investment only purposes only, and not with a view towards their to distribution or resale. The Investor represents ; provided, however, that it is an "accredited" investor within this restriction shall become inoperative in the meaning of Rule 501 promulgated event the Shares which are subject to the Option shall be registered under the Securities Act Act, part of 1933a class of shares registered under Section 12 of the Exchange Act, as amended (and exempt from the "Securities Act")registration requirements of applicable state securities laws, has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment or in the Preferred Shares and Warrants, event there is able presented to bear the economic risk Company an opinion of a loss of its entire investment therein and is prepared counsel satisfactory to hold the Preferred Shares and Company to the Warrants for an indefinite period of time. The Investor has received effect that the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions offer or sale of the Preferred Shares and which are subject to the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered Option may lawfully be made without registration under the Securities Act and applicable state securities laws. The Optionee agrees to sign a certificate to such effect at the time of exercising the Option and agrees that the certificate for the Shares so purchased may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed inscribed with the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under following legend to ensure compliance with the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legendstate securities laws: "THESE SECURITIES “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE DISPOSED OF AN EFFECTIVE UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT THERETO UNDER TO SUCH ACT SHARES HAS BECOME EFFECTIVE AND ANY APPLICABLE REQUIREMENTS OF STATE SECURITIES LAWS ARE MET, OR UNLESS THE STOCKHOLDER ESTABLISHES TO THE SATISFACTION OF THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONIS AVAILABLE."”

Investment Representation. The Investor is purchasing Preferred Neither this Warrant nor the Warrant Shares and Warrants pursuant to issuable upon the exercise of this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated Warrant have been registered under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time) or any state securities laws. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results Holder acknowledges by acceptance of operations of Holdco, VANTAS and Old HQ and the terms and conditions this Warrant that as of the Preferred Shares date of this Warrant and at the Warrantstime of exercise (a) he has acquired this Warrant or the Warrant Shares, as the case may be, for investment and not with a view to distribution; and either (b) he has a pre-existing personal or business relationship with the Corporation, or its executive officers, or by reason of his business or financial experience he has the capacity to protect his own interests in connection with the transaction; and (c) he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act. The Investor has received all Holder agrees that any Warrant Shares issuable upon exercise of the information regarding Holdco, VANTAS this Warrant will be acquired for investment and Old HQ that it has requested. FCG has informed the Investor that the Preferred not with a view to distribution and such Warrant Shares and the Warrants have will not been be registered under the Securities Act and applicable state securities laws and that such Warrant Shares may not have to be sold, transferred held indefinitely unless they are subsequently registered or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated qualified under the Securities Act can and applicable state securities laws or, based on an opinion of counsel reasonably satisfactory to the Corporation, an exemption from such registration and qualification is available. The Holder, by acceptance hereof, consents to the placement of the following restrictive legends, or substantially similar legends, on each certificate to be made only issued to the Holder by the Corporation in accordance connection with the terms and conditions issuance of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legendWarrant Shares: "THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH THE DISTRIBUTION HEREOF. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED TRANSFERRED, OR OTHERWISE ASSIGNED DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER OR EXEMPTION FROM SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONALL APPLICABLE STATE SECURITIES LAWS."

Investment Representation. The Investor is purchasing Holdco Preferred Shares Shares, FCG Preferred Shares, Holdco Warrants and FCG Warrants pursuant to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Holdco Preferred Shares Shares, FCG Preferred Shares, Holdco Warrants and FCG Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants same for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Holdco Preferred Shares Shares, FCG Preferred Shares, Holdco Warrants and the FCG Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. Holdco and FCG has have informed the Investor that the Holdco Preferred Shares Shares, FCG Preferred Shares, Holdco Warrants and the FCG Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. Holdco and FCG has have also informed the Investor that any routine sale of Holdco Preferred Shares Shares, FCG Preferred Shares, Holdco Warrants and FCG Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Holdco Preferred Shares Shares, FCG Preferred Shares, Holdco Warrants and FCG Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. Holdco and FCG has have informed the Investor that certificates representing the Holdco Preferred Shares Shares, FCG Preferred Shares, Holdco Warrants and FCG Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATION."

Investment Representation. The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement Each LP Unit Recipient represents that its LP Units are being acquired by it with the present intention of holding such LP Units for its own account for investment only purposes of investment, and not with a view towards their distribution sale or resaleany other distribution. The Investor represents Each LP Unit Recipient acknowledges that the LP Units have not been registered under the Act. Each LP Unit Recipient recognizes that it may be required to bear the economic risk of an investment in the LP Units for an indefinite period of time. Contributor and each LP Unit Recipient is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), Accredited Investor. Contributor and each LP Unit Recipient has such knowledge and experience in financial and business matters that enable it so as to evaluate be fully capable of evaluating the merits and risks of an investment in the Preferred Shares LP Units. No LP Units will be issued, delivered or distributed to any person or entity who is other than an Accredited Investor with respect to whom there has been delivered to Acquiror satisfactory Investor Materials confirming the status of such person or entity as an Accredited Investor. Each LP Unit Recipient has been furnished with the informational materials described in Section 3.4 (collectively, the “Informational Materials”), and Warrants, is able to bear has read and reviewed the economic risk of a loss of its entire investment therein Informational Materials and is prepared to hold understands the Preferred Shares and the Warrants for an indefinite period of timecontents thereof. The Investor has received LP Unit Recipients have been afforded the opportunity to ask questions, questions of those persons they consider appropriate and has obtained to obtain any additional information they desire in respect of the related answers, regarding LP Units and the business, operations, conditions (financial condition and results otherwise) and current prospects of operations of Holdco, VANTAS and Old HQ the UPREIT and the terms REIT. The LP Unit Recipients have consulted their own financial, legal and conditions tax advisors with respect to the economic, legal and tax consequences of delivery of the Preferred Shares LP Units and have not relied on the WarrantsInformational Materials, Acquiror, the UPREIT, the REIT or any of their officers, directors, affiliates or professional advisors for such advice as to such consequences. The Investor has received all All of the information regarding HoldcoInterest Holders in Contributor are Accredited Investors. No Contributor or LP Unit Recipient requires the consent of any Interest Holder in order to consummate the transactions contemplated by this Agreement, VANTAS including, without limitation, to amend any partnership agreement, operating agreement, charter or other governing document of Contributor or any LP Unit Recipient, and Old HQ that it no Interest Holder has requestedbeen solicited to approve the transactions contemplated by this Agreement. FCG has informed All of the Investor that the Preferred Shares Contributors and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made LP Unit Recipients are domiciled in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule (and, furtherin the case of non-individual LP Unit Recipients or Contributors, that in case such Rule is not applicable to any sale have their principal place of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under business in) the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONState of Arizona."

Investment Representation. The Investor is purchasing Preferred Each stockholder of the Company who will be receiving Shares and Warrants pursuant to this Agreement in the Second Step Merger will be receiving the shares of Holdco Voting Common Stock and/or Holdco Non-Voting Common Stock, as applicable, for his or its own account for investment only and not with a view towards their distribution or resale. The Investor represents Company reasonably believes that it is each such stockholder will either be an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has or will have such knowledge and experience in financial and business matters that enable it to evaluate such stockholder is capable of evaluating the merits and risks of investment in the Preferred Shares shares of Holdco Voting Common Stock and/or Holdco Non-Voting Common Stock, as applicable, and Warrants, is will be able to bear the economic risk of a loss of its entire investment therein and is prepared to hold in the Preferred Shares and the Warrants for an indefinite period of timeHoldco Voting Common Stock or Holdco Non-Voting Common Stock. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent Company will inform each such registration or an exemption therefrom. FCG has also informed the Investor stockholder that any routine sale of Preferred Shares and Warrants such shares of Holdco Voting Common Stock and/or Holdco Non-Voting Common Stock, as applicable, made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, and further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrantsthe shares of Holdco Voting Common Stock and/or Holdco Non-Voting Common Stock, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor The Company will inform such stockholder that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement shall bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT AS SUPPORTED BY IS AVAILABLE UNDER SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONACT."

Investment Representation. The Investor is purchasing Xxxxx and CMI each represent and ------------------------- warrant to Reading Entertainment that the shares of Reading Entertainment Common Stock and Reading Entertainment Series B Preferred Shares and Warrants Stock to be received by them pursuant to this Agreement for its own account Sections 2.1 and 2.2 hereof and any shares of Reading Entertainment Common Stock received upon conversion of said shares of Reading Entertainment Series B Preferred Stock are being or will be acquired for investment only and not with a view towards their to the sale or distribution of any part thereof, and that neither has any present intention of selling, granting participation in or resale. The Investor represents that it is an "accredited" investor within otherwise distributing the meaning same in a transaction which would result in a violation of Rule 501 promulgated under the Securities Act Act. Xxxxx and CMI further represent that neither has any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person with respect to any of 1933, as amended (the "Securities Act"), has such knowledge shares of Reading Entertainment Common Stock and experience in financial Reading Entertainment Series B Preferred Stock being acquired pursuant to Sections 2.1 and business matters 2.2 hereof. Xxxxx and CMI understand that enable it to evaluate the merits shares of Reading Entertainment Common Stock and risks of investment in the Reading Entertainment Series B Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares Stock being acquired hereunder and the Warrants for an indefinite period shares of time. The Investor has Reading Entertainment Common Stock received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions upon any conversion of the Reading Entertainment Series B Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants Stock have not been and will not be registered under the Securities Act on the ground that the exchange provided for in this Agreement and may not be sold, transferred or otherwise assigned absent the issuance of such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale securities are exempt pursuant to Section 4(2) of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with Act, and that Reading Entertainment's reliance on such exemption is predicated on the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resalerepresentations set forth herein. FCG has informed the Investor that certificates Each certificate representing the Reading Entertainment Common Stock and Reading Entertainment Series B Preferred Shares Stock and Warrants any shares of Reading Entertainment Common Stock issued pursuant to this Agreement bear upon conversion of shares of Reading Entertainment Series B Preferred Stock may be endorsed with the following legend: "THESE THE SECURITIES HAVE REPRESENTED BY THIS CERTIFICATE MAY NOT BEEN REGISTERED BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD 1933 (THE "ACT") OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION FOR SUCH SALEUNDER THE ACT, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE CORPORATIONSATISFACTION OF THE COMPANY. Reading Entertainment may also instruct its transfer agent not to register the transfer of any securities unless the conditions specified in the foregoing legend are satisfied."

Investment Representation. The Investor is purchasing Preferred Optionee represents that at the time of any exercise of this Option, unless the Option Shares and Warrants pursuant to this Agreement for its own account are registered under the Securities Act of 1933, as amended, that such Option Shares will be acquired for investment only and not for resale or with a view towards their to the distribution or resalethereof. The Investor represents that it is an "accredited" investor within Unless prior to the meaning exercise of Rule 501 promulgated under the Option the shares issuable upon such exercise have been registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), has ) (i) the notice of exercise shall be accompanied by a representation or agreement of the individual exercising the Option to the Company to the effect that such knowledge shares are being acquired for investment and experience in financial and business matters that enable it not with a view to evaluate the merits and risks of investment resale or distribution thereof or such other documentation as may be required by the Company unless in the Preferred Shares opinion of counsel to the Company such representation, agreement or documentation is not necessary to comply with the Securities Act, and Warrants, is able to bear the economic risk (ii) upon exercise of a loss of its entire investment therein and is prepared to hold the Preferred Shares this Option and the Warrants for an indefinite period issuance of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions any of the Preferred Option Shares and the Warrants. The Investor has received thereunder, all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing Option Shares shall bear on the Preferred Shares and Warrants issued pursuant to this Agreement bear face thereof substantially the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SECURITIES THEY MAY NOT BE SOLD OR SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO AS TO THE SECURITIES UNDER SUCH SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION FROM REGISTRATION FOR AND AN OPINION OF COUNSEL TO KATZ XXXITAL TECHNOLOGIES, INC. THAT SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONREGISTRATION IS NOT REQUIRED."

Investment Representation. The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement Each LP Unit Recipient represents that its LP Units are being acquired by it with the present intention of holding such LP Units for its own account for investment only purposes of investment, and not with a view towards their distribution sale or resaleany other distribution. The Investor represents Each LP Unit Recipient acknowledges that the LP Units have not been registered under the Act. Each LP Unit Recipient recognizes that it may be required to bear the economic risk of an investment in the LP Units for an indefinite period of time. Contributor and each LP Unit Recipient is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), Accredited Investor. Contributor and each LP Unit Recipient has such knowledge and experience in financial and business matters that enable it so as to evaluate be fully capable of evaluating the merits and risks of an investment in the Preferred Shares LP Units. No LP Units will be issued, delivered or distributed to any person or entity who is other than an Accredited Investor with respect to whom there has been delivered to Acquiror satisfactory Investor Materials confirming the status of such person or entity as an Accredited Investor. Each LP Unit Recipient has been furnished with the informational materials described in Section 3.4 (collectively, the “Informational Materials”), and Warrants, is able to bear has read and reviewed the economic risk of a loss of its entire investment therein Informational Materials and is prepared to hold understands the Preferred Shares and the Warrants for an indefinite period of timecontents thereof. The Investor has received LP Unit Recipients have been afforded the opportunity to ask questions, questions of those persons they consider appropriate and has obtained to obtain any additional information they desire in respect of the related answers, regarding LP Units and the business, operations, conditions (financial condition and results otherwise) and current prospects of operations of Holdco, VANTAS and Old HQ the UPREIT and the terms REIT. The LP Unit Recipients have consulted their own financial, legal and conditions tax advisors with respect to the economic, legal and tax consequences of delivery of the Preferred Shares LP Units and have not relied on the WarrantsInformational Materials, Acquiror, the UPREIT, the REIT or any of their officers, directors, affiliates or professional advisors for such advice as to such consequences. The Investor has received all All of the information regarding HoldcoInterest Holders in Contributor are Accredited Investors. No Contributor or LP Unit Recipient requires the consent of any Interest Holder in order to consummate the transactions contemplated by this Agreement, VANTAS including, without limitation, to amend any partnership agreement, operating agreement, charter or other governing document of Contributor or any LP Unit Recipient, and Old HQ that it no Interest Holder has requestedbeen solicited to approve the transactions contemplated by this Agreement. FCG has informed All of the Investor that the Preferred Shares Contributors and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made LP Unit Recipients are domiciled in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule (and, furtherin the case of non-individual LP Unit Recipients or Contributors, that in case such Rule is not applicable to any sale have their principal place of Preferred Shares business in) the States of Arizona, California, Hawaii and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONNew York."

Investment Representation. The Investor Each Buyer is purchasing Preferred acquiring the Shares and Warrants pursuant to this Agreement be received by such Buyer at the Closing for its such person's own account for investment only and not with a view towards their to making a distribution or resale. The Investor represents that it is an "accredited" investor thereof within the meaning of Rule 501 promulgated under the Securities Act of 1933Act. Each Buyer agrees not to sell or transfer such Shares, as amended (the "Securities Act"), has such knowledge and experience except in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and accordance with the terms and conditions of the Preferred Shares and the Warrantslegend set forth below. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor Each Buyer is aware that the Preferred Shares and the Warrants have not been registered under the Securities Act or any state or other jurisdiction's securities laws, and may not that the Shares must be sold, transferred or otherwise assigned absent such registration held indefinitely unless subsequently registered or an exemption therefromfrom such registration is available. FCG Each Buyer acknowledges that investment in the Shares involves substantial risks, including the risk of total loss of his, her or its investment in the Shares. Each Buyer represents that he, she or it (i) is able to hold the Shares for an indefinite period of time; (ii) has also informed adequate means, other than the Investor Shares or funds invested therein, of providing for his, her or its current and foreseeable needs; (iii) has no foreseeable need to sell or otherwise dispose of any of the Shares; and (iv) has sufficient net worth to sustain a loss of his, her or its entire investment in the Shares in the event such loss should occur. Each Manager is a bona fide resident of Virginia, Maryland, or the District of Columbia and has no present intention of changing his or her residence. Each Buyer understands and agrees that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificate or certificates representing the Preferred Shares to be received by such Buyer will bear a legend substantially to the effect set forth below and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES that a stop transfer order may be placed with respect thereto. THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR ANY APPLICABLE SECURITIES LAW OF ANY JURISDICTION AND MAY NOT BE SOLD TRANSFERRED UNTIL (A) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED (B) IN THE ABSENCE OPINION OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE COUNSEL REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONCOMPANY, REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

Investment Representation. The Investor Buyer is purchasing Preferred acquiring the Shares and Warrants pursuant to this Agreement from the Stockholder for its the Buyer's own account for investment only and not with a view towards their to, or for sale in connection with, any distribution of the Shares in violation of the Securities Act or resaleany rule or regulation thereunder. The Investor represents that it Buyer has no present intention of distributing or selling the Shares, and the Buyer has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition of the Shares. The Buyer is an "accreditedaccredited investor" investor within the meaning of Rule 501 promulgated 501(a) under the Securities Act Act. The Buyer has had adequate opportunity to obtain from representatives of 1933, the Company such information about the Company as amended (is necessary for the "Securities Act"), has such knowledge and experience in financial and business matters that enable it Buyer to evaluate the merits and risks of investment in the Preferred Buyer's acquisition of the Shares and Warrants, is able pursuant to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timethis Agreement. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ Buyer acknowledges that it has requestedreceived certain forward-looking information from the Stockholder or the Company in connection with this Agreement and the transactions contemplated hereby. FCG has informed The Buyer understands that neither the Investor Company nor the Stockholder can guarantee that the Preferred Company actually will achieve the plans, intentions or expectations disclosed in such forward-looking statements and that the Company's actual results could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements. The Buyer has sufficient expertise in business and financial matters to be able to evaluate the risks involved in the acquisition of the Shares pursuant to the Agreement and to make an informed investment decision with respect to such acquisition. The Buyer understands that (a) the Warrants Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and (b) the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available. A legend substantially in the following form will be placed on the certificate or certificates representing the Shares: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold, transferred or otherwise assigned absent disposed of in the absence of an effective registration statement under such Act or an opinion of counsel satisfactory to the corporation to the effect that such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONrequired."

Investment Representation. The Investor is purchasing Preferred Neither this Warrant nor the Warrant Shares and Warrants pursuant to issuable upon the exercise of this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated Warrant have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any applicable state securities laws. Holder acknowledges by acceptance of this Warrant that (a) it has such knowledge acquired this Warrant for investment and experience in financial and not with a view toward distribution; (b) it has a pre-existing personal or business matters that enable it to evaluate relationship with the merits and risks of investment in the Preferred Shares and WarrantsCompany, is able to bear the economic risk of a loss or its executive officers, or by reason of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, business or financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that experience it has requestedthe capacity to protect its own interests in connection with the transaction; and (c) except as so notified to the Company in writing, it is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act. FCG has informed Holder agrees that any Warrant Shares issuable upon exercise of this Warrant will be acquired for investment and not with a view toward distribution; and acknowledges that to the Investor that the Preferred extent such Warrant Shares and the Warrants have will not been be registered under the Securities Act and applicable state securities laws, that such Warrant Shares may not have to be sold, transferred held indefinitely unless they are subsequently registered or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated qualified under the Securities Act can and applicable state securities laws; or, based on an opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and qualification is available. Holder, by acceptance hereof, consents to the placement of the following restrictive legends, or similar legends, on each certificate to be made only issued to Holder by the Company in accordance connection with the terms and conditions issuance of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legendWarrant Shares: "THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT COVERING SUCH SECURITIES, OR THE HOLDER RECEIVES AN EXEMPTION FROM REGISTRATION OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, OFFERTRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER STATE LAW." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS SET FORTH IN THAT CERTAIN PURCHASE AGREEMENT THEREFOR BETWEEN THE CORPORATION AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONORIGINAL HOLDER HEREOF."

Investment Representation. The Investor Any Holder, by his acceptance of a Warrant Certificate or Common Shares obtained upon exercise of a Warrant Certificate, represents and warrants to the Company that he is purchasing Preferred acquiring the Warrant Certificate and the Common Shares and Warrants pursuant to this Agreement purchased upon exercise of the Warrant Certificate by him for its his own account for investment only and not with a view towards their to the distribution or resale. The Investor represents that it is an "accredited" investor thereof within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (1933 Act. Each such Holder must represent to the "Securities Act"), has such knowledge and experience in financial and business matters Company that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to he understands that he must bear the economic risk of a loss of its entire his investment therein and is prepared to hold in the Preferred Shares and the Warrants Company for an indefinite period of time. The Investor has received time because the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ Warrant Certificate and the terms and conditions Common Shares issuable upon exercise of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants Warrant Certificate have not been registered under the Securities 1933 Act and may therefore cannot be sold, transferred offered for sale or otherwise assigned absent such registration sold unless they are registered under the 1933 Act or an exemption therefromfrom such registration is available. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made Each Warrant Certificate shall be stamped or otherwise imprinted with a legend in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear substantially the following legendform: "THESE THIS WARRANT CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS. THIS WARRANT CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION. THE TRANSFER OF THIS WARRANT CERTIFICATE IS ALSO SUBJECT TO THE CONDITIONS SPECIFIED IN SECTION 16 OF THE WARRANT AGREEMENT. NO TRANSFER OF THIS WARRANT CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL THE CONDITIONS SPECIFIED IN SECTION 16 OF THE WARRANT AGREEMENT HAVE BEEN FULFILLED." The Common Shares issued upon exercise of any Warrant Certificate shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDOR 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS. SUCH SECURITIES THESE SHARES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED SOLD, OR OTHERWISE ASSIGNED IN THE ABSENCE OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONREGISTRATION."

Investment Representation. The Investor is purchasing Preferred Each party acquiring Shares and Warrants pursuant to this Agreement hereunder will be receiving the Shares for his or its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is Each party acquiring Shares hereunder will either be an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has or will have such knowledge and experience in financial and business matters that enable it to evaluate such party is capable of evaluating the merits and risks of investment in the Preferred Shares and Warrants, is will be able to bear the economic risk of a loss of its entire investment therein and is prepared to hold in the Preferred Shares. Each party acquiring Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor hereunder acknowledges that any routine sale of Preferred such Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, and further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicablethe Shares, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed Each party acquiring Shares hereunder acknowledges that the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement shall bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT AS SUPPORTED BY IS AVAILABLE UNDER SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONACT.""

Investment Representation. The Investor Each of the Selling Shareholders and the Other MAT Shareholders is purchasing Preferred Shares an "accredited investor," as such term is defined in the Securities Act. Each of the Selling Shareholders acknowledges that, upon issuance, the shares of NetStaff Common Stock to be issued hereunder as Merger Consideration will not have been "REGISTERED" and Warrants pursuant therefore will be "RESTRICTED SECURITIES," as those terms are used under the Securities Act. By his execution of this Agreement, each Selling Shareholder agrees, represents, and warrants that his purchase of the shares of NetStaff Common Stock to this Agreement be issued to him hereunder as Merger Consideration is for its investment only, for his own account for investment only (both of record and beneficially) and not with a view towards their distribution to "DISTRIBUTION" as that term is used under the Securities Act. He agrees that he shall not at any time make any sale, mortgage, pledge, hypothecation, gift or resale. The Investor represents that it is other transfer of the shares of NetStaff Common Stock to be issued to him hereunder, except pursuant to an "accredited" investor within the meaning of Rule 501 promulgated effective registration statement under the Securities Act or pursuant to the provisions of 1933, as amended (Rule 144 under the Securities Act or another exemption from the registration requirements under the Securities Act and in accordance with any applicable state "Securities Act"), has such knowledge BLUE SKY" or securities law; and experience in financial and business matters that enable it prior to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions making any sale or other disposition of the Preferred Shares shares of NetStaff Common Stock to be issued to him hereunder pursuant to any such exemption, he shall, if reasonably requested by NetStaff, obtain an opinion of counsel, satisfactory to counsel designated by NetStaff, that such sale complies with applicable federal and the Warrantsstate securities laws. The Investor Each Selling Shareholder agrees that he has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has been informed the Investor that the Preferred Shares and the Warrants have not been shares of NetStaff Common Stock to be issued to him hereunder must be held indefinitely unless they are subsequently registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor from such registration is available and he understands that any routine sale of Preferred Shares and Warrants the shares of NetStaff Common Stock to be issued to him hereunder made in reliance upon Rule 144 promulgated under the Securities Act 144, or any other like rule, can be made only in limited amounts in accordance with the terms and conditions of such Rule those rules and, further, that in case such Rule is if those rules are not applicable to any sale of Preferred Shares and Warrants, as applicable, any resale thereof may require compliance with some other another available exemption under the Securities Act prior or, in the alternative, may require registration of the shares of NetStaff Common Stock to resalebe issued to him hereunder. FCG has informed The Selling Shareholders acknowledge that NetStaff expressly makes no representation or covenant that it shall conduct its affairs so as to permit sales under Rule 144, and that NetStaff is under no obligation to register or repurchase the Investor shares of NetStaff Common Stock to be issued as Merger Consideration hereunder. The Selling Shareholders acknowledge that NetStaff shall cause a legend to be placed on the certificates representing the Preferred Shares and Warrants shares of NetStaff Common Stock to be issued pursuant as Merger Consideration hereunder to this Agreement bear reflect the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONforegoing."

Investment Representation. The Investor is purchasing CAC represents and warrants to Reading ------------------------- Entertainment that the shares of Reading Entertainment Series A Preferred Shares and Warrants Stock to be received by CAC pursuant to this Agreement for its own account Section 2.3 hereof and any shares of Reading Entertainment Common Stock received upon conversion of said shares are being or will be acquired for investment only and not with a view towards their to the sale or distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questionsany part thereof, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requestedno present intention of selling, granting participation in or otherwise distributing the same in a transaction which would result in a violation of the Securities Act. FCG has informed Citadel and CAC further represent that there is no contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person with respect to any of the Investor shares of Reading Entertainment Series A Preferred Stock being acquired pursuant to Section 2.3 hereof. CAC understands that the Preferred Shares shares being acquired by it hereunder and the Warrants shares of Reading Entertainment Common Stock received upon any conversion thereof have not been and will not be registered under the Securities Act on the ground that the exchange provided for in this Agreement and may not be sold, transferred or otherwise assigned absent the issuance of such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale securities are exempt pursuant to Section 4(2) of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with Act, and that Reading Entertainment's reliance on such exemption is predicated on the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resalerepresentations set forth herein. FCG has informed the Investor that certificates Each certificate representing the Reading Entertainment Series A Preferred Shares Stock and Warrants any shares of Reading Entertainment Common Stock issued pursuant to this Agreement bear upon conversion of shares of Reading Entertainment Series A Preferred Stock may be endorsed with the following legend: "THESE THE SECURITIES HAVE REPRESENTED BY THIS CERTIFICATE MAY NOT BEEN REGISTERED BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD 1933 (THE "ACT") OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION FOR SUCH SALEUNDER THE ACT, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE CORPORATIONSATISFACTION OF THE COMPANY."

Investment Representation. The Investor FCG is purchasing receiving Preferred Shares and Warrants pursuant to this Agreement for its own account for investment only and not with a view towards their distribution or resalein violation of the Securities Act. The Investor FCG represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, Warrants and is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor FCG has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and Warrants to be received in exchange for the WarrantsCommon Exchange Shares. The Investor FCG has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG Holdco has informed the Investor FCG that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG Holdco has informed the Investor FCG that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement shall bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATION."

Investment Representation. The Investor is purchasing Preferred Shares Hawkxxx xxxresents and Warrants pursuant confirms to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents the Purchaser that it he (1) is an "accredited" accredited investor within the meaning of Rule 501 promulgated 501(a) under the Securities Act or, if not such an accredited investor, has alone or together with a purchaser representative within the meaning of 1933, as amended (Rule 501(h) under the "Securities Act"), has such knowledge and experience in financial and business matters that enable it as to evaluate be capable of evaluating the merits and risks of an investment in the Preferred securities of the Purchaser of the type contemplated by this Agreement; (2) is aware of the limits on resale of the Acquisition Shares imposed by virtue of the nature of the transaction; and Warrants(3) will receive and accept at the Closing, the Acquisition Shares for investment, and without any view to the sale, resale or other distribution thereof in any manner that is able to bear in violation of the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timeSecurities Act. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares Acquisition Shares, when delivered to Hawkxxx xx the Closing, may have appropriate orders restricting transfer placed against them on the stock records of the Purchaser and/or the transfer agent for such securities and Warrants issued pursuant to this Agreement bear may have placed upon them a legend in substantially the following legendform: "THESE SECURITIES THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF ENCUMBERED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT THE SECURITIES ACT, PURSUANT TO A NO-ACTION LETTER FROM THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE OPINION OF COUNSEL SATISFACTORY TO THE CORPORATIONCOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Hawkxxx xxxees not to attempt any transfer of the Acquisition Shares without first complying with the substance of said legend."

Investment Representation. The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement Each Principal Geo Shareholder will accept the Merger Consideration for his, her or its own account and not for any other Person and for investment purposes only and not with a without any view towards their distribution to distribute, resell or resaleotherwise transfer the same. The Investor represents Each Principal Geo Shareholder represents, warrants and acknowledges that he, she or it has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of the investment contemplated to be made hereunder and that he, she or it has sufficient financial strength to hold the same as an investment and to bear the economic risks of such investment (including possible loss of such investment) for an indefinite period of time. Each Principal Geo Shareholder acknowledges that he, she or it is an "accredited" investor within fully informed that the meaning Merger Consideration is being issued pursuant to a private offering exemption of Rule 501 promulgated the Securities Act, and is not being registered under the Securities Act or under the securities or blue sky laws of 1933any state or foreign jurisdiction; that such securities must be held indefinitely unless they are subsequently registered under the Securities Act and any applicable state securities or blue sky laws, as amended (or unless an exemption from registration is available thereunder; and that the "Securities Act")Company has no obligation to register such securities. Each Principal Geo Shareholder acknowledges that he, she or it has such knowledge and experience in financial and business matters so as to be capable of evaluating the risks and merits of this investment, that enable it all public documents and records pertaining to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able Company have been made available or delivered to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for them; that they have had an indefinite period of time. The Investor has received the opportunity to ask questions, questions of and has obtained receive answers from the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and Company concerning the terms and conditions of the Preferred Shares this First Amendment and the Warrants. The Investor has received all Additional Agreements and to obtain additional information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information regarding Holdco, VANTAS contained in such public documents and Old HQ that it has requestedrecords. FCG has informed the Investor Each Principal Geo Shareholder acknowledges that the Preferred Shares and the Warrants have not been registered Merger Consideration is being issued pursuant to exemptions provided under the Securities Act (British Columbia) and may not as such the securities comprising the Merger Consideration will also be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated subject to resale restrictions under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATION(British Columbia)."

Investment Representation. The Investor is purchasing Preferred Shares and Warrants pursuant In addition to the restrictions on transfer set forth above, each Shareholder understands that Shareholder must bear the economic risk of this Agreement investment for its own account for investment only and an indefinite period of time because the Share are not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated registered under the Securities Act of 1933, as amended (the "Securities 1933 Act")) or the securities laws of any state of other jurisdiction. Shareholder has been advised that there is no public market for the shares and that eh Shares are not being registered under the 1933 Act upon the basis that the transactions involving its sale are exempt from such registration requirements, has and that reliance by the Company on such knowledge exemption is predicated in part on the Shareholder's representations set forth in this Agreement. Each Shareholder acknowledges that no representations of any kind concerning the future intent or ability to offer or sell the Share in public offering or otherwise have been made to the Shareholder by the Company or any other person or entity. The Shareholder understands that the Company makes no covenant, representation or warranty with respect to the registration of securities under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning the Company. Accordingly, the Shareholder acknowledges that there is no assurance that there will ever be any public market for the Share, and experience in financial that the Shareholder may not be able to publicly offer or sell any thereof. Each Shareholder represents and business matters warrants that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, Shareholder is able to bear the economic risk of a loss of its losing Shareholder's entire investment therein in the Company, which investment is not disproportionate to Shareholder's net worth, and is prepared that eh Shareholder has adequate means of providing for Shareholder's current needs and personal contingencies without regard to hold the Preferred Shares and investment in the Warrants for an indefinite period of timeCompany. The Investor has received Shareholder acknowledges that an investment in the Company involves a high degree of risk. The Shareholder acknowledges that Shareholder and Shareholder's advisors have had an opportunity to ask questionsquestions of and to receive answ3ers from the officers of the Company and to obtain additional information in writing to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense: (I) relative tot eh Company and the Shares; and (ii) necessary to verify the accuracy of any information, documents, books and records furnished. Each Shareholder represents, warrants and covenants to the Transferor and the Company that the Shareholder is a resident of the state shown on Schedule 1 hereto and will be the sole party in interest as to the Shares acquired hereunder and is acquiring the Shares for the Shareholder's own account, for investment only, and has obtained not with a view toward the related answersresale or distribution thereof. Each Shareholder agrees that the Shareholder will not attempt to pledge, regarding the businesstransfer, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions convey or otherwise dispose of the Preferred Shares except in a transaction that is the subject of either (I) an effective registration statement under the 1933 Act and any applicable state securities laws, or (ii) an opinion of counsel, which opinion of counsel shall be satisfactory to the WarrantsCompany, to the effect that such registration is not required. The Investor has received all Company may rely on such an opinion of Shareholder's counsel in making such determination. Each Shareholder consents to the placement of legends on any certificates or documents representing any of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor Share stating that the Preferred Shares and the Warrants have not been registered under the Securities 1933 Act or any applicable state securities laws and may not setting froth or referring to the restrictions on transferability and sale thereof. The Shareholder is aware that the Company will make a notation in its appropriate records, and notify its transfer agent, with respect to the restrictions on the transferability of the Shares. Each Shareholder represents that the Shareholder has consulted with the Shareholder's attorneys, financial advisors and other regarding all financial, securities and tax aspects of the proposed investment in the Company and that such advisors have reviewed this Agreement and all documents relating to this Operating Agreement on Shareholder's behalf. Shareholder and the Shareholder's advisors have sufficient knowledge and experience in business and financial matters to evaluate the Company, to evaluate the risks and merits of an investment in the Company, to make an informed investment decision with respect to investment in the Company, and to protect the investors' interest in connection with the investor's acquisition of shares in the Company without the need for additional informed which would be sold, transferred or otherwise assigned absent such required to be included in a complete registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated statement effective under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATION1993 Act."

Investment Representation. The Investor is purchasing Preferred Shares Seller represents and Warrants pursuant confirms to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents the Purchaser that it he (1) is an "accredited" accredited investor within the meaning of Rule 501 promulgated 501(a) under the Securities Act of 1933, as amended (the "Securities Act")) or, if not such an accredited investor, has alone or together with a purchaser representative within the meaning of Rule 501(h) under the Securities Act, such knowledge and experience in financial and business matters that enable it as to evaluate be capable of evaluating the merits and risks of an investment in the Preferred securities of the Purchaser of the type contemplated by this Agreement; (2) is aware of the limits on resale of the Acquisition Shares imposed by virtue of the nature of the transaction; and Warrants(3) will receive and accept at the Closing, the Acquisition Shares for investment, and without any view to the sale, resale or other distribution thereof in any manner that is able to bear in violation of the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timeSecurities Act. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares Acquisition Shares, when delivered to the Seller at the Closing, may have appropriate orders restricting transfer placed against them on the stock records of the Purchaser and/or at the transfer agent for such securities and Warrants issued pursuant to this Agreement bear may have placed upon them a legend in substantially the following legendform: "THESE SECURITIES THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF ENCUMBERED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT THE SECURITIES ACT, PURSUANT TO A NO-ACTION LETTER FROM THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE OPINION OF COUNSEL SATISFACTORY TO THE CORPORATIONCOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. The Seller agrees not to attempt any transfer of any of the Acquisition Shares without first complying with the substance of said legend."

Investment Representation. The Investor is purchasing Preferred Shares and Warrants pursuant to Warrant Holder, by his, her, or its acceptance of this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents Warrant, acknowledges that it is an "accredited" investor within neither the meaning Warrant nor the shares of Rule 501 promulgated the Common Stock issuable upon exercise thereof have been registered under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and, accordingly, represents and experience warrants to the Company that he, she, or it is acquiring the Warrant for investment and not with a view to, or in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrantsconnection with, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timeany distribution thereof. The Investor has received the opportunity to ask questionsWarrant Holder further represents and warrants that, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered if a registration statement under the Securities Act is not effective with respect to the underlying shares of the Common Stock at the time of exercise, the Warrant Holder will acquire the shares of the Common Stock for investment and not with a view to, or in connection with, any distribution thereof. Transfers and Exchanges The Company shall transfer, from time to time, any outstanding Warrant upon the books to be maintained by the Company for that purpose, upon surrender thereof for transfer properly endorsed or accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant shall be issued to the transferee and the surrendered Warrant shall be canceled by the Company. The Warrant so canceled shall be delivered to the Company from time to time upon request. Warrants may be exchanged at the option of the holder thereof, when surrendered at the office of the Company, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the rights to purchase a like number of shares. Anything in this section 6 to the contrary notwithstanding, no transfer shall be made if such transfer would violate Section 5 of the Securities Act. Payment of Taxes The Company will pay any documentary stamp taxes attributable to the initial issuance of the Common Stock issuable upon the exercise of the Warrant; provided, however, that the Company shall not be soldrequired to pay any tax or taxes which may be payable in respect of any transfer involved in the issue or delivery of any certificates for the Common Stock in a name other than that of the registered holder of the Warrant in respect of which shares are issued, transferred and in such case the Company shall not be required to issue or otherwise assigned absent deliver any certificates for the Common Stock or any Warrant for remaining shares until the person requesting the same has paid to the Company the amount of such registration tax or has established to the Company's satisfaction that such tax has been paid. Mutilated or Missing Warrant In case the Warrant shall be mutilated, lost, stolen, or destroyed, the Company may in its discretion issue and deliver in exchange and substitution for, and upon cancellation of, the mutilated Warrant, or in lieu of, and in substitution for, the Warrant lost, stolen, or destroyed, a new Warrant of like tenor and representing an exemption therefromequivalent right or interest, but only upon receipt of evidence satisfactory to the Company of such loss, theft, or destruction of such Warrant. FCG has Applicants for such substitute Warrant shall also informed comply with such other reasonable regulations and pay such reasonable charges as the Investor Company may prescribe. Reserve The Company covenants and agrees that, from time to time, there will be authorized and available for delivery a sufficient number of its shares of the Common Stock or other securities into which the Warrant is then exercisable to permit the exercise of the Warrant at the time outstanding as and when the certificates shall, from time to time, be deliverable in accordance with Section 1 hereof. In the event that any routine sale there are insufficient shares or other securities for such purpose, the Company shall use its best efforts to seek stockholder approval for an Amendment to the Company's Certificate of Preferred Shares Incorporation and/or to take such other action as is necessary or appropriate to cause such shares or other securities to be authorized. Governing Law The Warrant evidenced hereby shall be construed and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only enforced in accordance with the terms and conditions laws of such Rule and, further, that in case such Rule is not the State of Delaware applicable to contracts made and to be performed in that State, without giving effect to any sale principles of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONconflicts of laws."

Investment Representation. The Investor Shareholder is purchasing Preferred acquiring the Parent Shares and Warrants pursuant to this Agreement for its or his own account for investment only purposes and not with for the purpose of effecting a view towards their distribution or resaledistribution. The Investor represents that it is an Other than the Company Shareholders listed on Schedule 5.29, the Shareholder and each other person receiving shares of Parent Common Stock are "accreditedaccredited investors" investor within the meaning of Rule 501 Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has and have such knowledge and experience in business and financial and business matters that enable it to evaluate each such person are capable of evaluating the merits and risks of investment in the Preferred Shares and Warrants, is able to bear acquisition of the economic risk Parent Shares. Each of a loss of its entire investment therein and is prepared to hold the Preferred Shares Companies and the Warrants Shareholder have been provided with copies of the Parent's annual report on Form 10-KSB for an indefinite period the year ended December 31, 1996 and the proxy statement submitted to the shareholders of timethe Parent in connection with its annual meeting of shareholders to be held on May 21, 1997. The Investor Each of the Companies and the Shareholder have been afforded the opportunity to review, and has received in fact reviewed, any and all information concerning the Parent that he or it has sought to review prior to making its decision to accept the Parent Shares, and has had the opportunity to ask questionsquestions of the Parent and the management of the Parent concerning the Parent, and has obtained the related answers, regarding the its business, financial condition and results of operations and financial condition, and all such questions have been answered to the full satisfaction of Holdco, VANTAS and Old HQ each of the Companies and the terms and conditions Shareholder; provided, that such investigation shall not relieve the Parent or the Merger Sub of the Preferred Shares and the Warrantsits obligations under this Agreement. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates certificate(s) representing the Preferred Parent Shares and Warrants issued pursuant to this Agreement bear will be contain the following legend: "THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE TEXAS SECURITIES ACT OR THE OKLAHOMA SECURITIES ACT. SUCH SECURITIES NEITHER THE RECORD NOR THE BENEFICIAL OWNERSHIP OF SAID SHARES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SAID SHARES UNDER SAID ACTS AND ANY OTHER APPLICABLE STATE SECURITIES LAWS OR RULES UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACTS ARE AVAILABLE WITH RESPECT THERETO UNDER TO SUCH ACT SALE OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER AND SAID SALE OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS TRANSFER IS MADE PURSUANT TO AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED IN STRICT COMPLIANCE WITH THE TERMS AND ACCEPTABLE TO THE CORPORATIONCONDITIONS OF SAID EXEMPTIONS."

Investment Representation. The Investor Each Buyer is purchasing Preferred acquiring the Shares and Warrants pursuant to this Agreement be received by such Buyer at the Closing for its such Buyer's own account for investment only and not with a view towards their to making a distribution or resale. The Investor represents that it is an "accredited" investor thereof within the meaning of Rule 501 promulgated under the Securities Act Act. Each Buyer agrees not to sell or transfer such Shares, except in accordance with the terms of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares Shareholders' Agreement and the Warrants for an indefinite period of timelegend set forth below. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor Each Buyer is aware that the Preferred Shares and the Warrants have not been registered under the Securities Act or any state or other jurisdiction's securities laws, and may not that the Shares must be sold, transferred or otherwise assigned absent such registration held indefinitely unless subsequently registered or an exemption therefromfrom such registration is available. FCG has also informed Each Buyer acknowledges that investment in the Investor that any routine sale Shares involves substantial risks, including the risk of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions total loss of such Rule andBuyer's investment in the Shares. Each Buyer represents that such Buyer (i) is able to hold the Shares for an indefinite period of time; (ii) has adequate means, furtherother than the Shares or 11 -11- funds invested therein, of providing for such Buyer's current and foreseeable needs; (iii) has no foreseeable need to sell or otherwise dispose of any of the Shares; and (iv) has sufficient net worth to sustain a loss of such Buyer's entire investment in the Shares in the event such loss should occur. Each Manager is a bona fide resident of the States of Connecticut, Florida, Pennsylvania, Texas or New York and has no present intention of changing such Manager's residence. Each Buyer understands and agrees that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificate or certificates representing the Preferred Shares to be received by such Buyer will bear a legend substantially to the effect set forth below and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES that a stop transfer order may be placed with respect thereto. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TRANSFER RESTRICTIONS AND OTHER TERMS OF A SHAREHOLDERS' AGREEMENT DATED AS OF MAY 9, 1997, AMONG COLORADO PRIME HOLDINGS, INC. AND CERTAIN SHAREHOLDERS THEREOF AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF COLORADO PRIME CORPORATION AND WILL BE FURNISHED UPON REQUEST TO THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR ANY APPLICABLE SECURITIES LAW OF ANY JURISDICTION AND MAY NOT BE SOLD TRANSFERRED UNTIL (A) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED (B) IN THE ABSENCE OPINION OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE COUNSEL REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONCOMPANY, REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

Investment Representation. The Investor Seller is purchasing Preferred acquiring the -------------------------- shares of AMSC Common Stock to be received by Seller upon consummation of the sale of Seller's Shares and Warrants pursuant to this Agreement Purchaser for its own account for investment only and not with a view towards their to making a distribution or resale. The Investor represents that it is an "accredited" investor thereof within the meaning of Rule 501 promulgated the Securities Act of 1933, as amended. Seller agrees that it will not sell or transfer such shares of AMSC Common Stock, except in accordance with the terms of the legend set forth below, unless such shares are subsequently registered or an exemption from registration is available. Seller is aware that the shares of AMSC Common Stock it is receiving have not been registered under the Securities Act of 1933, as amended (the "Securities Act")amended, has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questionsor any state or other jurisdiction's securities laws, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been shares of AMSC Common Stock must be held indefinitely unless subsequently registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefromfrom such registration is available. FCG has also informed Seller is aware that it will not be readily able to liquidate its shares of AMSC Common Stock. Seller understands and agrees that the Investor shares of AMSC Common Stock to be received by Seller will bear legends substantially to the effect set forth below and that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can a stop transfer order may be made only in accordance placed with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resalerespect thereto. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 OR THE SECURITIES LAWS OF ANY STATE, AS AMENDED. SUCH SECURITIES AND MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED SOLD OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE TRANSFERRED UNLESS REGISTRATION STATEMENT WITH RESPECT THERETO STATEMENTS UNDER SUCH ACT LAWS ARE THEN IN EFFECT OR UNLESS AN EXEMPTION FROM THE REGISTRATION FOR REQUIREMENTS THEREOF IS THEN APPLICABLE TO SUCH OFFER OR SALE. The shares of Common Stock represented by this certificate may not be sold, OFFERtransferred, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONSassigned, OPINIONS AND OTHER DOCUMENTATIONpledged, IF ANYhypothecated or otherwise disposed of except in accordance with the terms of the Registration Rights Agreement dated as of , AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATION1998, a copy of which is on file at the office of the Corporation."

Investment Representation. The Investor is purchasing Preferred Neither this Warrant nor the Warrant Shares and Warrants pursuant to issuable upon the exercise of this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated Warrant have been registered under the Securities Act of 1933, or any state securities laws. The Holder acknowledges by acceptance of the Warrant that as amended of the date of this Warrant and at the time of exercise (a) he has acquired this Warrant or the "Warrant Shares, as the case may be, for investment and not with a view to distribution; and either (b) he has a pre-existing personal or business relationship with the Corporation, or its executive officers, or by reason of his business or financial experience he has the capacity to protect his own interests in connection with the transaction; and (c) he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity Holder agrees that any Warrant Shares issuable upon exercise of this Warrant will be acquired for investment and not with a view to ask questions, distribution and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred such Warrant Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have will not been be registered under the Securities Act and applicable state securities laws and that such Warrant Shares may not have to be sold, transferred held indefinitely unless they are subsequently registered or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated qualified under the Securities Act can and applicable state securities laws or, based on an opinion of counsel reasonably satisfactory to the Corporation, an exemption from such registration and qualification is available. The Holder, by acceptance hereof, consents to the placement of the following restrictive legends, or substantially similar legends, on each certificate to be made only issued to the Holder by the Corporation in accordance connection with the terms and conditions issuance of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legendWarrant Shares: "THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR LAWS COVERING SUCH SECURITIES, OR (B) THE HOLDER RECEIVES AN EXEMPTION FROM REGISTRATION OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE, OFFERTRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONSFOR A PERIOD OF TIME, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE NOT TO THE CORPORATION."EXCEED ONE

Investment Representation. The Investor Holder acknowledges that this B Warrant Agreement, as well as, the B Warrant Shares for which this B Warrant Agreement may be exercised, have not been and, except as otherwise provided herein, will not be registered under the Securities Act of 1933 (the “Act”) or qualified under applicable state securities laws and that the transferability thereof is purchasing Preferred restricted by the registration provisions of the Act as well as such state laws. The Holder represents that he is acquiring the B Warrant Agreement and will acquire the B Warrant Shares and Warrants pursuant to this Agreement for its his own account account, for investment purposes only and not with a view towards their to resale or other distribution thereof, nor with the intention of selling, transferring or resaleotherwise disposing of all or any part of such securities for any particular event or circumstance, except selling, transferring or disposing of them upon full compliance with all applicable provisions of the Act, the Securities Exchange Act of 1934 (the “Exchange Act”), the Rules and Regulations promulgated by the Securities and Exchange Commission (the “Commission”) thereunder, and any applicable state securities laws. The Investor represents Holder further understands and agrees that it is an "accredited" investor within (i) neither the meaning of Rule 501 promulgated B Warrant Agreement nor the B Warrant Shares may be sold unless they are subsequently registered under the Securities Act of 1933and qualified under any applicable state securities laws or, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred opinion of the Company’s counsel, an exemption from such registration and qualification is available; (ii) any routine sales of the Company’s securities made in reliance upon Rule 144 promulgated by the Commission under the Act, can be effected only in the amounts set forth in and pursuant to the other terms and conditions, including applicable holding periods, of that Rule; and (iii) except as otherwise set forth herein, the Company is under no obligation to register the B Warrant Agreement or the B Warrant Shares and Warrants, is able on his behalf or to bear assist him in complying with any exemption from registration under the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timeAct. The Investor has received Holder agrees that each certificate representing any B Warrant Shares for which the opportunity to ask questions, and has obtained B Warrant Agreement may be exercised will bear on its face a legend in substantially the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants following form: These securities have not been registered under the Securities Act and of 1933 or qualified under any state securities laws. They may not be sold, transferred hypothecated or otherwise assigned absent transferred in the absence of an effective registration statement under that Act or qualification under applicable state securities laws without an opinion acceptable to counsel to the Company that such registration or an exemption therefromand qualification are not required. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable Common Stock Purchase Warrant (Series B) issued by Ratexchange Corporation to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATION."XXXXXXX

Investment Representation. The Investor Seller’s financial situation is purchasing Preferred Shares such that the Seller can afford to bear the economic risk of holding the EOC Common Units, Endeavor Manager Units, Pubco Class A Common Stock, Pubco Class X Common Stock and/or Pubco Class Y Common Stock, as applicable (the “Acquired Securities”), for an indefinite period of time, has adequate means for providing for the Seller’s needs and Warrants pursuant contingencies, and can afford to this Agreement for its own account for suffer a complete loss of the Seller’s investment only and not with a view towards their distribution or resalein the Acquired Securities. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such Seller’s knowledge and experience in financial and business matters are such that enable it to evaluate the Seller is capable of evaluating the merits and risks of the investment in the Preferred Shares and Warrants, Acquired Securities. The Seller understands that an investment in the Acquired Securities is able to bear the economic a speculative investment which involves a high degree of risk of a loss of its entire the Seller’s investment therein therein, there are substantial restrictions on the transferability of the Acquired Securities and, on the Closing Date and is prepared to hold the Preferred Shares and the Warrants for an indefinite period following such date, there may be no public market for the Acquired Securities and, accordingly, it may not be possible for the Seller to liquidate the Seller’s investment in case of timeemergency, if at all. The Investor Seller has received been given the opportunity to examine all documents and to ask questionsquestions of, and has obtained to receive answers from the related answersEndeavor Parties concerning the Endeavor Parties and their subsidiaries, regarding the businessas applicable, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and acquisition of the WarrantsAcquired Securities. The Investor has received all Seller will be acquiring the Acquired Securities for its own account with the present intention of holding such securities for investment purposes and not with a view to, or for resale in connection with, the distribution thereof in violation of applicable federal, state or provincial securities Laws. The Seller acknowledges that the issuance of the information regarding Holdco, VANTAS and Old HQ that it Acquired Securities hereunder has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act or any state securities Laws, and that the Acquired Securities acquired hereunder may not be sold, transferred transferred, offered for sale, pledged, hypothecated or otherwise assigned absent such disposed of without registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule andAct, further, that in case such Rule is not applicable pursuant to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other an exemption under from the Securities Act prior or in a transaction not subject thereto. Notwithstanding anything herein to resale. FCG has informed the Investor that certificates representing contrary, the Preferred Shares representations and Warrants issued pursuant warranties contained in this Section 6.5 shall not apply to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONUFC Co-Invest."

Investment Representation. The Investor Holder acknowledges that this C Warrant Agreement, as well as, the C Warrant Shares for which this C Warrant Agreement may be exercised, have not been and, except as otherwise provided herein, will not be registered under the Securities Act of 1933 (the “Act”) or qualified under applicable state securities laws and that the transferability thereof is purchasing Preferred restricted by the registration provisions of the Act as well as such state laws. The Holder represents that he is acquiring the C Warrant Agreement and will acquire the C Warrant Shares and Warrants pursuant to this Agreement for its his own account account, for investment purposes only and not with a view towards their to resale or other distribution thereof, nor with the intention of selling, transferring or resaleotherwise disposing of all or any part of such securities for any particular event or circumstance, except selling, transferring or disposing of them upon full compliance with all applicable provisions of the Act, the Securities Exchange Act of 1934 (the “Exchange Act”), the Rules and Regulations promulgated by the Securities and Exchange Commission (the “Commission”) thereunder, and any applicable state securities laws. The Investor represents Holder further understands and agrees that it is an "accredited" investor within (i) neither the meaning of Rule 501 promulgated C Warrant Agreement nor the C Warrant Shares may be sold unless they are subsequently registered under the Securities Act of 1933and qualified under any applicable state securities laws or, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred opinion of the Company’s counsel, an exemption from such registration and qualification is available; (ii) any routine sales of the Company’s securities made in reliance upon Rule 144 promulgated by the Commission under the Act, can be effected only in the amounts set forth in and pursuant to the other terms and conditions, including applicable holding periods, of that Rule; and (iii) except as otherwise set forth herein, the Company is under no obligation to register Common Stock Purchase Warrant (Series B) issued by Ratexchange Corporation to XXXXXXX the C Warrant Agreement or the C Warrant Shares and Warrants, is able on his behalf or to bear assist him in complying with any exemption from registration under the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timeAct. The Investor has received Holder agrees that each certificate representing any C Warrant Shares for which the opportunity to ask questions, and has obtained C Warrant Agreement may be exercised will bear on its face a legend in substantially the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants following form: These securities have not been registered under the Securities Act and of 1933 or qualified under any state securities laws. They may not be sold, transferred hypothecated or otherwise assigned absent transferred in the absence of an effective registration statement under that Act or qualification under applicable state securities laws without an opinion acceptable to counsel to the Company that such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is qualification are not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONrequired."

Investment Representation. The Investor is purchasing Preferred Shares and Warrants pursuant shares of Parent Common Stock to be received in consideration for the Hi-Tech Contribution by each HT Equityholder (other than Flare King) under the terms of this Agreement (the "HT Parent Shares") will be acquired for its such HT Equityholder's own account account, for investment purposes only and not with a view towards their to the distribution thereof. The HT Equityholders are not participating, directly or indirectly, in any distribution or resale. The Investor represents that it is an "accredited" investor transfer of such shares, nor are they participating, directly or indirectly, in underwriting any such distribution or transfer of the HT Parent Shares within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has . Each HT Equityholder and its representatives have such knowledge and experience in financial and business matters that enable it to evaluate they are capable of evaluating the merits and risks of an investment in the Preferred Parent and the acquisition of the HT Parent Shares and Warrants, each HT Equityholder is able to bear the economic risk of a loss of its entire making an informed investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timedecision with respect thereto. The Investor has received HT Equityholders have been informed by the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor Parent that the Preferred HT Parent Shares issuable pursuant to this Agreement will not be registered at the time of their issuance under the Securities Act or any state's securities laws and may not be transferred, assigned or otherwise disposed of unless the Warrants have not been HT Parent Shares are subsequently registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration appropriate state securities laws or an appropriate exemption therefrom. FCG has also informed therefrom is available and that, except pursuant to the Investor that any routine sale terms of Preferred the Registration Rights Agreement contemplated hereunder, the Parent is under no obligation to register the HT Parent Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance or any state's securities laws or to take any steps to assist any HT Equityholder to comply with the terms and conditions of such Rule and, further, that in case such Rule is not any applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior or any state's securities laws with respect to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONHT Parent Shares."

Investment Representation. The Investor is purchasing Preferred Neither this Option nor the Option Shares and Warrants pursuant to issuable upon the exercise of this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated Option have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the California Corporate Securities Law of 1968. Optionee acknowledges by acceptance of the Option that (a) it has such knowledge acquired this Option for investment and experience in financial and not with a view toward distribution; (b) it has a pre-existing personal or business matters that enable it to evaluate relationship with the merits and risks of investment in the Preferred Shares and WarrantsCorporation, is able to bear the economic risk of a loss or its executive officers, or by reason of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, business or financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that experience it has requestedthe capacity to protect its own interests in connection with the transaction; and (c) it is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act. FCG has informed Optionee agrees that any Option Shares issuable upon exercise of this Option will be acquired for investment and not with a view toward distribution; and acknowledges that to the Investor that the Preferred extent such Option Shares and the Warrants have will not been be registered under the Securities Act and applicable state securities laws, that such Option Shares may not have to be sold, transferred held indefinitely unless they are subsequently registered or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated qualified under the Securities Act can and applicable state securities laws; or, based on an opinion of counsel reasonably satisfactory to the Corporation, an exemption from such registration and qualification is available. Optionee, by acceptance hereof, consents to the placement of the following restrictive legend, or similar legend, on each certificate to be made only issued to Optionee by the Corporation in accordance connection with the terms and conditions issuance of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legendOption Shares: "THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR LAWS COVERING SUCH SECURITIES, OR (B) THE OPTIONEE RECEIVES AN EXEMPTION FROM REGISTRATION OPINION OF COUNSEL FOR THE OPTIONEE OF THE SECURITIES SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE, OFFERTRANSFER, TRANSFER ASSIGNMENT OR OTHER ASSIGNMENT AS SUPPORTED BY HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH CERTIFICATIONS, OPINIONS ACT AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONANY FURTHER QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW."

Investment Representation. The Investor Holder acknowledges that this B Warrant Agreement, as well as, the B Warrant Shares for which this B Warrant Agreement may be exercised, have not been and, except as otherwise provided herein, will not be registered under the Securities Act of 1933 (the “Act”) or qualified under applicable state securities laws and that the transferability thereof is purchasing Preferred restricted by the registration provisions of the Act as well as such state laws. The Holder represents that he is acquiring the B Warrant Agreement and will acquire the B Warrant Shares and Warrants pursuant to this Agreement for its his own account account, for investment purposes only and not with a view towards their to resale or other distribution thereof, nor with the intention of selling, transferring or resaleotherwise disposing of all or any part of such securities for any particular event or circumstance, except selling, transferring or disposing of them upon full compliance with all applicable provisions of the Act, the Securities Exchange Act of 1934 (the “Exchange Act”), the Rules and Regulations promulgated by the Securities and Exchange Commission (the “Commission”) thereunder, and any applicable state securities laws. The Investor represents Holder further understands and agrees that it is an "accredited" investor within (i) neither the meaning of Rule 501 promulgated B Warrant Agreement nor the B Warrant Shares may be sold unless they are subsequently registered under the Securities Act of 1933and qualified under any applicable state securities laws or, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred opinion of the Company’s counsel, an exemption from such registration and qualification is available; (ii) any routine sales of the Company’s securities made in reliance upon Rule 144 promulgated by the Commission under the Act, can be effected only in the amounts set forth in and pursuant to the other terms and conditions, including applicable holding periods, of that Rule; and (iii) except as otherwise set forth herein, the Company is under no obligation to register the B Warrant Agreement or the B Warrant Shares and Warrants, is able on his behalf or to bear assist him in complying with any exemption from registration under the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timeAct. The Investor has received Holder agrees that each certificate representing any B Warrant Shares for which the opportunity to ask questions, and has obtained B Warrant Agreement may be exercised will bear on its face a legend in substantially the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants following form: These securities have not been registered under the Securities Act and of 1933 or qualified under any state securities laws. They may not be sold, transferred hypothecated or otherwise assigned absent transferred in the absence of an effective registration statement under that Act or qualification under applicable state securities laws without an opinion acceptable to counsel to the Company that such registration or an exemption therefromand qualification are not required. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants Common Stock Purchase Warrant (Series B) issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATION."by Ratexchange Corporation to

Investment Representation. The Investor Each of the Sellers, each a shareholder of the Company who is purchasing Preferred Shares and Warrants pursuant to signing this Agreement for its own account for investment only Agreement, severally and not with a view towards their distribution or resale. The Investor jointly, represents and confirms to the Purchaser that it he (i) is an "accredited" accredited investor within the meaning of Rule 501 promulgated under 501(a) pursuant to the Securities Act or, if not such an accredited investor, has, alone or together with a purchaser representative within the meaning of 1933, as amended (Rule 501(h) pursuant to the "Securities Act"), has such knowledge and experience in financial and business matters that enable it as to evaluate be capable of evaluating the merits and risks of an investment in the Preferred Shares and Warrants, Purchaser's securities; (ii) is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions aware of the Preferred Shares and the Warrants. The Investor has received all limits on resale of the information regarding HoldcoPurchaser's Securities imposed because of the nature of the Transaction (Rule 144); and (iii) is receiving the Consideration without registration pursuant to the Securities Act, VANTAS and Old HQ that it has requested. FCG has informed in reliance on the Investor that the Preferred Shares and the Warrants have not been registered under exemption from registration specified in Section 4(2) of the Securities Act for investment, and may not be soldwithout any intent to sale, transferred resale, or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed distribute the Investor Purchaser's Securities in any manner that any routine sale is in violation of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resaleAct. FCG has informed the Investor that The certificates representing the Preferred Shares Purchaser's Securities, when delivered to the Sellers at the Closing, may have appropriate orders restricting transfer placed against them on the records of the transfer agent for such securities, and Warrants issued pursuant to this Agreement bear may have placed upon them the following legend: "THESE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED. SUCH THOSE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALETRANSFERRED, TRANSFERRED PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED DISPOSED OF, UNLESS THE TRANSFEROR FIRST SATISFIES THE ISSUER AND ITS COUNSEL THAT THE PROPOSED TRANSFER, IN THE ABSENCE MANNER PROPOSED, DOES NOT VIOLATE THE REGISTRATION REQUIREMENTS OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALETHAT ACT. Each Seller agrees not to attempt any transfer of any the Purchaser's Securities without first complying with the substance of that legend and agrees that satisfaction of the Purchaser may, OFFERif the Purchaser so requests, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONSdepends in part upon an opinion of counsel acceptable in form and substance to the Purchaser, OPINIONS AND OTHER DOCUMENTATIONa no-action letter of the SEC, IF ANYor equivalent evidence. Each of the Sellers acknowledges, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONwithout limitation, that the foregoing agreement and representation shall apply to the Purchaser's Securities issued to such Seller."

Investment Representation. The Investor is purchasing Preferred Neither this Warrant nor the Warrant Shares and Warrants pursuant to issuable upon the exercise of this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated Warrant have been registered under the Securities Act of 1933, or any state securities laws. The Holder acknowledges by acceptance of the Warrant that as amended of the date of this Warrant and at the time of exercise (a) he has acquired this Warrant or the "Warrant Shares, as the case may be, for investment and not with a view to distribution; and either (b) he has a pre-existing personal or business relationship with the Corporation, or its executive officers, or by reason of his business or financial experience he has the capacity to protect his own interests in connection with the transaction; and (c) he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity Holder agrees that any Warrant Shares issuable upon exercise of this Warrant will be acquired for investment and not with a view to ask questions, distribution and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred such Warrant Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have will not been be registered under the Securities Act and applicable state securities laws and that such Warrant Shares may not have to be sold, transferred held indefinitely unless they are subsequently registered or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated qualified under the Securities Act can and applicable state securities laws or, based on an opinion of counsel reasonably satisfactory to the Corporation, an exemption from such registration and qualification is available. The Holder, by acceptance hereof, consents to the placement of the following restrictive legends, or substantially similar legends, on each certificate to be made only issued to the Holder by the Corporation in accordance connection with the terms and conditions issuance of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legendWarrant Shares: "THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH THE DISTRIBUTION HEREOF. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED TRANSFERRED, OR OTHERWISE ASSIGNED DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER OR EXEMPTION FROM SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONALL APPLICABLE STATE SECURITIES LAWS."

Investment Representation. The Investor is purchasing Preferred Shares Seller Note will be received by and Warrants pursuant to this Agreement acquired by the Company for its investment for the Company's own account for investment only and not with a view towards their to distribution of all or resaleany part thereof, and the Company has no present intention of selling, granting any participation in, or otherwise distributing the Seller Note, except for transfer or distribution to a liquidating trust wherein the beneficiaries of the trust are members of the Company. The Investor represents Company has had the opportunity to ask questions of and receive answers from the officers, directors, managers and controlling equity holders of REG and Purchaser regarding REG and Purchaser and the terms and conditions of the offering of the Seller Note and to obtain additional information necessary to verify the accuracy of the information supplied to the Company or to which it had access. The Company acknowledges that it an investment in the Seller Note is speculative. The Company is able to fend for itself in the transactions contemplated by this Agreement and the Seller Note, can bear the economic risk of its investment (including possible complete loss of such investment) for an "accredited" investor within the meaning indefinite period of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), time and has such knowledge and experience in financial and or business matters that enable it to evaluate is capable of evaluating the merits and risks of the investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timeSeller Note. The Investor Company has received not been organized for the opportunity to ask questions, and has obtained purpose of acquiring the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the WarrantsSeller Note. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor Company understands that the Preferred Shares and the Warrants have Seller Note has not been registered under the Securities Act and may not be soldAct, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed under the Investor that securities laws of any routine sale jurisdiction, by reason of Preferred Shares and Warrants made in reliance upon Rule 144 certain exemptions, and that the reliance on such exemptions is predicated, in part, upon the accuracy of the Company's representations and warranties in this Section 4.30. The Company is familiar with Regulation D promulgated under the Securities Act can and represents that it is an “accredited investor” as defined in Rule 501(a) of such Regulation D. The Company understands that, if and to the extent the Seller Note constitutes a “security” under the definition provided in the Securities Exchange Act of 1933, the Seller Note will be made characterized as a “restricted security” under the federal securities laws inasmuch as it is being acquired from Purchaser in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances and in accordance with the terms and conditions of such set forth in the legend described below. The Company represents that it is familiar with SEC Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants144, as applicablepresently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Without in any way limiting the representations set forth above in this Section 4.30, the Company further agrees not to make any disposition of all or any portion of the Seller Note unless and until the transferee thereof may require compliance with some other exemption has agreed in writing for the benefit of REG and Purchaser to be bound by this Section 4.30 to the extent this section is then applicable and either (a) there is then in effect a Registration Statement under the Securities Act prior covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (b) the Company has notified REG and Purchaser of the proposed disposition and shall have furnished REG and Purchaser with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by REG and Purchaser, the Company shall have furnished REG and Purchaser with an opinion of counsel, or other evidence, reasonably satisfactory to resaleREG and Purchaser that such disposition will not require registration of the Seller Note under the Securities Act. FCG has informed The Company understands that the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement Seller Note will bear the following legend: "THESE SECURITIES HAVE “THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE ASSIGNED IN THE ABSENCE OF TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH ACT OR TRANSACTION INVOLVING SAID NOTE, (ii) THE ISSUER RECEIVES AN EXEMPTION FROM REGISTRATION OPINION OF LEGAL COUNSEL FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE THE HOLDER OF THIS NOTE SATISFACTORY TO THE CORPORATIONISSUER STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (iii) THE ISSUER OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION."”

Investment Representation. The Investor is purchasing Preferred Notes and the Weststar Shares and Warrants pursuant to this Agreement (collectively, the "Weststar Securities") are being acquired for its own the account for investment only of Wealing Shareholders and not with a view towards their to, nor for sale in connection with, any distribution or resalethereof, and without any present intention of selling the same. The Investor represents that it is an "accredited" investor within Weststar Securities will not be sold or otherwise disposed of in the meaning absence of Rule 501 promulgated a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate covering the merits and risks of investment in Notes or the Preferred Shares and WarrantsWeststar Shares, is able to bear respectively, or an exemption from the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions registration requirements of the Preferred Shares and Securities Act. Wealing Shareholders hereby acknowledge that (i) the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have Weststar Securities may not been be sold or otherwise transferred unless they are registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed from such registration is available; (ii) any sales of the Investor that any routine sale of Preferred Shares and Warrants Weststar Securities made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule 144 and, further, that in case such if Rule 144 is not applicable applicable, any resale of such securities under circumstances in which Wealing Shareholders or the person through whom the sale is made may be deemed to any sale of Preferred Shares and Warrantsbe an underwriter, as applicablethat term is defined in the Securities Act, resale thereof may require compliance with some other exemption under the Securities Act prior or the rules and regulations of the Securities and Exchange Commission or other governmental authority substituted therefor; and (iii) Weststar is under no obligation to resaleregister any of the Weststar Securities under the Securities Act or to comply with the terms and conditions of any exemption thereunder. FCG has informed The instruments evidencing the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement Weststar Securities may bear a restrictive legend in substantially the following legend: "THESE form (and a stop-transfer order may be placed against transfer thereof): THE SECURITIES HAVE REPRESENTED HEREBY WERE NOT BEEN REGISTERED UNDER UNDER, AND ARE SUBJECT TO, THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES AMENDED (THE "1933 ACT"), AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN ASSIGNED, AND THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH COMPANY IS NOT REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT ASSIGNMENT, EXCEPT (I) PURSUANT TO A CURRENT REGISTRATION UNDER THE 1933 ACT; (II) IN A TRANSACTION PERMITTED BY RULE 144 UNDER THE 1933 ACT AND AS SUPPORTED TO WHICH THE COMPANY HAS RECEIVED REASONABLY SATISFACTORY EVIDENCE OF COMPLIANCE WITH THE PROVISIONS OF RULE 144; OR (III) UPON RECEIPT OF A LEGAL OPINION RENDERED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE COUNSEL REASONABLY REQUESTED AND ACCEPTABLE SATISFACTORY TO THE CORPORATIONCOMPANY TO THE EFFECT THAT THE TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT. If a legal opinion complying with clause (iii) of the legend set forth above indicates that the legend and stop-transfer order may be removed, Weststar will substitute unlegended instruments for and remove the stop-transfer order from the instruments described in the opinion. In connection with any Weststar IPO (as defined in Section 10.8 hereof) or any other offering involving an underwriting of shares being issued by Weststar, Weststar shall not be required to include any of the Weststar Shares in such underwritings unless other similarly situated shareholders of Weststar are being permitted to include some or all of their shares in the underwritings, in which case Wealing Shareholders shall be permitted to include some or all of the Weststar Shares on an equivalent basis; HOWEVER, should Weststar agree to include a portion of the Weststar Shares in such underwriting, following Wealing Shareholders' request to do so, Wealing Shareholders must accept the terms of the underwriting (to the extent applicable to the Weststar Shares) as agreed upon between Weststar and the underwriters selected by Weststar (all costs of registering the Weststar Shares shall be borne by Weststar). Furthermore, in connection with any registration of the Weststar Shares, Wealing Shareholders agree, if requested by Weststar or the underwriters managing any underwritten offering of the Weststar Shares, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the Weststar Shares (other than that included in the registration) without the prior written consent of Weststar or such underwriters, as the case may be, for such period of time after the effective date of such registration as Weststar or the underwriters may specify, which, in any event, shall be a minimum of twelve (12) months following any Weststar IPO; but in any event shall be no longer than the time period required by the underwriter for similarly situated shareholders of Weststar. Wealing Shareholders shall receive treatment no less favorably than any other shareholder of Weststar at the time of any offering involving an underwriting of shares being issued by Weststar. Weststar shall provide Wealing Shareholders a minimum of fifteen (15) days notice prior to any underwriting."

Investment Representation. The Investor Seller: (A) is purchasing Preferred acquiring the Seller's AFC Shares (and Warrants any further shares of Common Stock which may hereafter be issued to Seller pursuant to this Agreement Section 3.3 hereof, the "Earnout Shares") for its Seller's own account account, for investment only only, and not with a view towards their to, or for sale in connection with, any distribution or resale. The Investor represents that it is an "accredited" investor within the meaning in violation of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act")) or any rule or regulation under the Securities Act, (B) is a sophisticated investor and has such sufficient knowledge and experience in financial and business matters that enable it to be able to evaluate the merits and risks of its investment in the Preferred Seller's AFC Shares (and Warrantsany Earnout Shares), is able (C) acknowledges that Seller has been furnished with copies of: (i) AFC's annual report on Form 10-K for the year ended December 31, 1996; AFC's first and second quarter 1997 reports on Form 10-Q; and AFC's Proxy Statement for the Annual Meeting of Stockholders held on May 6, 1997, all as filed with the Securities and Exchange Commission (the "Commission") and [(ii) copies of AFC's press releases issued in 1997,] (D) acknowledges that AFC has made available to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received Seller the opportunity to ask questionsquestions of AFC's officers and directors and to acquire such additional information about AFC as Seller has requested and as is necessary for Seller to evaluate the merits and risks of its investment in AFC, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor (E) understands that the Preferred Seller's AFC Shares (and the Warrants any Earnout Shares) have not been registered under the Securities Act or under any state securities laws; are being offered and sold to Seller in reliance on exemptions from the registration requirements of the Securities Act and such state securities laws; are "restricted securities" within the meaning of Rule 144 under the Securities Act; and may not be sold, transferred or otherwise assigned absent such registration disposed of unless they are subsequently registered under the Securities Act and applicable state securities laws or an exemption therefrom. FCG has also informed from registration is then available, (F) is able to bear the Investor economic risk and lack of liquidity inherent in holding the Seller's AFC Shares (and any Earnout Shares), (G) understands that any routine sale of Preferred the Seller's AFC Shares and Warrants (or any Earnout Shares) which might be made by it in reliance upon Rule 144 promulgated under the Securities Act can may be made only in accordance compliance with the terms and conditions of such that Rule andand (H) is an "accredited investor" within the meaning of Regulation D under the Securities Act. Seller agrees that (A) Seller will not make any offer, furthersale, that in case such Rule is not applicable to transfer, pledge, hypothecation or other disposition of the Seller's AFC Shares (or any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption Earnout Shares) unless they have been registered under the Securities Act prior and applicable state securities laws or unless AFC is furnished with an opinion of counsel satisfactory to resale. FCG has informed AFC that the Investor that proposed offer, sale, transfer, pledge, hypothecation or other disposition is exempt from registration and (B) AFC may effect a "stop transfer" as to the Seller's AFC Shares (or any Earnout Shares) in order to reflect the undertakings herein set forth, and may impress a legend on any certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legendfor such shares as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF The securities represented hereby have not been registered under the Securities Act of 1933, AS AMENDEDas amended, or under state securities laws. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALEThe holder hereof has represented to the issuer that he or she has acquired these securities for investment and not with a view to the distribution thereof, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALEand they have been issued in reliance on that representation. These shares may, OFFERtherefore, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONSnot be sold, OPINIONS AND OTHER DOCUMENTATIONtransferred, IF ANYpledged, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONhypothecated or otherwise disposed of unless they have been registered under said Act and state securities laws or unless counsel satisfactory to the Company has given an opinion that registration is not required."

Investment Representation. The Investor is purchasing Preferred Shares Contributors and Warrants pursuant to this Agreement Xxxx represent that the LP Units are being acquired by Contributors with the present intention of holding such LP Units for its own account for investment only purposes of investment, and not with a view towards their sale or any other distribution or resale(other than a distribution which may take place from Enterprise Nautical, Inc. to Xxxx, its sole stockholder). The Investor represents Contributors and Xxxx recognize that it is they may be required to bear the economic risk of an "accredited" investor within investment in the meaning LP Units for an indefinite period of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has time. Contributors and Xxxx are each an Accredited Investor. Contributors and Xxxx have such knowledge and experience in financial and business matters that enable it so as to evaluate be fully capable of evaluating the merits and risks of an investment in the Preferred Shares LP Units. No LP Units will be issued, delivered or distributed to any person or entity who either (i) is a resident of the State of California or New York or (ii) is other than an Accredited Investor with respect to whom there has been delivered to UPREIT satisfactory Investor Materials confirming the status of such person or entity as an Accredited Investor. Contributors and WarrantsXxxx have been furnished with the informational materials described in Section 4.2 above (collectively, is able to bear the economic risk of a loss of its entire investment therein "INFORMATIONAL MATERIALS"), and is prepared to hold have read and reviewed the Preferred Shares Informational Materials and understand the Warrants for an indefinite period of timecontents thereof. The Investor has received Contributors and Xxxx have been afforded the opportunity to ask questions, questions of those persons they consider appropriate and has obtained to obtain any additional information they desire in respect of the related answers, regarding LP Units and the business, operations, conditions (financial condition and results of operations of Holdco, VANTAS otherwise) and Old HQ and the terms and conditions current prospects of the Preferred Shares UPREIT and REIT. Contributors and Xxxx have consulted their own financial, legal and tax advisors with respect to the Warrants. The Investor has received all economic, legal and tax consequences of delivery of the information regarding Holdco, VANTAS LP Units and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not relied on the Informational Materials, the UPREIT, the REIT or any of their officers, directors, affiliates or professional advisors for such advice as to such consequences All consents necessary in order to consummate the transactions contemplated by this Agreement have been registered obtained. Xxxx X. Xxxxxxxx, Xx. is domiciled in the State of Illinois. Xxxx Xxxxxxxx and Xxxx are domiciled in and Enterprise Nautical, Inc. is formed under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed laws of the Investor that any routine sale State of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONMinnesota."

Investment Representation. The Investor is purchasing Preferred Neither this Warrant nor the Warrant Shares and Warrants pursuant to issuable upon the exercise of this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated Warrant have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the California Corporate Securities Law of 1968. Holder acknowledges by acceptance of the Warrant that (a) it has such knowledge acquired this Warrant for investment and experience in financial and not with a view toward distribution; (b) it has a pre-existing personal or business matters that enable it to evaluate relationship with the merits and risks of investment in the Preferred Shares and WarrantsCorporation, is able to bear the economic risk of a loss or its executive officers, or by reason of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, business or financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that experience it has requestedthe capacity to protect its own interests in connection with the transaction; and (c) it is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act. FCG has informed Holder agrees that any Warrant Shares issuable upon exercise of this Warrant will be acquired for investment and not with a view toward distribution; and acknowledges that to the Investor that the Preferred extent such Warrant Shares and the Warrants have will not been be registered under the Securities Act and applicable state securities laws, that such Warrant Shares may not have to be sold, transferred held indefinitely unless they are subsequently registered or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated qualified under the Securities Act can and applicable state securities laws; or, based on an opinion of counsel reasonably satisfactory to the Corporation, an exemption from such registration and qualification is available. Holder, by acceptance hereof, consents to the placement of the following restrictive legend, or similar legend, on each certificate to be made only issued to Holder by the Corporation in accordance connection with the terms and conditions issuance of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legendWarrant Shares: "THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR LAWS COVERING SUCH SECURITIES, OR (B) THE HOLDER RECEIVES AN EXEMPTION FROM REGISTRATION OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE, OFFERTRANSFER, TRANSFER ASSIGNMENT OR OTHER ASSIGNMENT AS SUPPORTED BY HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH CERTIFICATIONS, OPINIONS ACT AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONANY FURTHER QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW."

Investment Representation. The Investor Such Stockholder represents that it is purchasing Preferred Shares and Warrants pursuant to this Agreement acquiring the Merger Consideration for its own account for investment only and not with a view towards their the distribution or resale. The Investor represents that it is an "accredited" investor within resale (except in compliance with applicable securities laws) and agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of, or offer to dispose of, the meaning of Rule 501 promulgated Merger Consideration unless the Merger Consideration has been registered under the Securities Act of 1933, as amended (the "Securities Act"), has ) and applicable state securities laws or such knowledge and experience in financial and business matters registration is not required. Such Stockholder understands that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions any sale of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants Merger Consideration made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such said Rule and, and further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicablethe Merger Consideration, resale thereof may require compliance with some other another exemption under the Securities Act prior to resale. FCG has informed the Investor Such Stockholder understands and acknowledges that certificates representing the Preferred Shares and Warrants Merger Consideration issued pursuant to this Agreement shall bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT IS AVAILABLE UNDER SUCH ACT. THE SECURITIES REPRESENTED HEREBY ARE HELD SUBJECT TO AN AGREEMENT AND PLAN OF MERGER DATED AS SUPPORTED BY OF JUNE 17, 1999, WHICH PROVIDES FOR CANCELLATION OF SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONSECURITIES IN CERTAIN EVENTS."

Investment Representation. The Investor is purchasing Preferred Neither this Warrant nor the Warrant Shares and Warrants pursuant to issuable upon the exercise of this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated Warrant have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any applicable state securities laws. Holder acknowledges by acceptance of this Warrant that (a) it has such knowledge acquired this Warrant for investment and experience in financial and not with a view toward distribution; (b) it has a pre-existing personal or business matters that enable it to evaluate relationship with the merits and risks of investment in the Preferred Shares and WarrantsCorporation, is able to bear the economic risk of a loss or its executive officers, or by reason of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, business or financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that experience it has requestedthe capacity to protect its own interests in connection with the transaction; and (c) it is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act or is note a U.S. Person as that term is defined in Regulation S promulgated under the Securities Act. FCG has informed Holder agrees that any Warrant Shares issuable upon exercise of this Warrant will be acquired for investment and not with a view toward distribution; and acknowledges that to the Investor that the Preferred extent such Warrant Shares and the Warrants have will not been be registered under the Securities Act and applicable state securities laws, that such Warrant Shares may not have to be sold, transferred held indefinitely unless they are subsequently registered or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated qualified under the Securities Act can and applicable state securities laws; or, based on an opinion of counsel reasonably satisfactory to the Corporation, an exemption from such registration and qualification is available. Holder, by acceptance hereof, consents to the placement of the following restrictive legends, or similar legends, on each certificate to be made only issued to Holder by the Corporation in accordance connection with the terms and conditions issuance of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legendWarrant Shares: "THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OFFERED, SOLD, TRANSFERRED, PLEDGED OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO FOR SUCH SECURITIES UNDER SUCH THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION FOR SUCH SALE, OFFER, IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS SET FORTH IN THAT CERTAIN 1998 SERIES B-3 NOTE AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED WARRANT PURCHASE AGREEMENT BETWEEN THE CORPORATION AND ACCEPTABLE TO THE CORPORATIONORIGINAL HOLDER HEREOF."

Investment Representation. The Investor is purchasing Preferred Shares Seller hereby represents, warrants and Warrants pursuant to this Agreement for its own account covenants that (i) the Securities are being acquired for investment only and not with a view towards their to, or for sale in connection with, any distribution or resale. The Investor represents that it thereof; (ii) Seller has had such opportunity as Seller has deemed adequate to obtain from representatives of Buyer such information as is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it necessary to permit Seller to evaluate the merits and risks of its investment in the Preferred Shares and Warrants, Buyer; (iii) Seller is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants holding such Securities for an indefinite period period; (iv) Seller understands that the Securities will not be registered under the Act and will be "restricted securities" within the meaning of time. The Investor has received Rule 144 under the opportunity to ask questionsAct and that the exemption from registration under Rule 144 will not be available for at least one year from the date of issuance, and has obtained even then will not be available unless a public market then exists for the related answersShares, regarding adequate information concerning Purchaser is then available to the businesspublic, financial condition and results of operations of Holdco, VANTAS and Old HQ and the other terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under are complied with; and (v) the Securities Act can be made only in accordance with the terms Convertible Note and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that all stock certificates representing the Preferred Shares (and Warrants the Common Stock issuable upon conversion of the Shares), if any, issued pursuant to this Agreement bear Seller may have affixed thereto a legend substantially in the following legendform: "THESE SECURITIES HAVE NOT BEEN REGISTERED AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES AMENDED ("THE ACT"), AND MAY NOT BE SOLD OR SOLD, OFFERED FOR SALE, TRANSFERRED TRANSFERRED, PLEDGED OR OTHERWISE ASSIGNED IN HYPOTHECATED WITHOUT REGISTRATION UNDER THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR UNLESS EITHER (A) THE COMPANY HAS RECEIVED AN EXEMPTION FROM REGISTRATION FOR SUCH SALEOPINION OF COUNSEL, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS IN FORM AND OTHER DOCUMENTATION, IF ANY, AS ARE SUBSTANCE REASONABLY REQUESTED AND ACCEPTABLE SATISFACTORY TO THE CORPORATIONCOMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (B) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 144."

Investment Representation. The Investor is purchasing Preferred Each party acquiring Shares and Warrants pursuant to this Agreement ------------------------- hereunder will be receiving the Shares for his or its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is Each party acquiring Shares hereunder will either be an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has or will have such knowledge and experience in financial and business matters that enable it to evaluate such party is capable of evaluating the merits and risks of investment in the Preferred Shares and Warrants, is will be able to bear the economic risk of a loss of its entire investment therein and is prepared to hold in the Preferred Shares. Each party acquiring Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor hereunder acknowledges that any routine sale of Preferred such Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, and further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicablethe Shares, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed Each party acquiring Shares hereunder acknowledges that the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement shall bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT AS SUPPORTED BY IS AVAILABLE UNDER SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONACT.""

Investment Representation. (i) The Investor Insider represents that he is purchasing acquiring the Insider Preferred Shares (including any other securities into which such Insider Preferred Shares are convertible into or exchangeable for) and Warrants pursuant to this Agreement the Warrant (collectively, the "Purchased Securities") for its his own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of, or offer to dispose of, the related answersPurchased Securities, regarding unless the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants Purchased Securities have not been registered under the Securities Act and may not be sold, transferred applicable state securities laws or otherwise assigned absent such registration or an exemption therefromis not required in the opinion of counsel for the Insider reasonably acceptable to the Company. FCG has also informed the Investor The Insider understands that any routine sale of Preferred Shares and Warrants the Purchased Securities made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, 144 and further, that in case such Rule 144 is not applicable to any sale of Preferred Shares and Warrants, as applicablethe Purchased Securities, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor The Insider understands that certificates representing for the Insider Preferred Shares and Warrants the shares of common stock underlying the Warrant issued pursuant to this Agreement shall bear the following legend: "THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES THEY MAY NOT BE SOLD OR SOLD, OFFERED FOR SALE, TRANSFERRED PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO AS TO THE SECURITIES UNDER SUCH SAID ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OPINION OF COUNSEL OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE EVIDENCE REASONABLY REQUESTED AND ACCEPTABLE SATISFACTORY TO THE CORPORATIONCOMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIRED."

Investment Representation. The Investor Blanch is purchasing Preferred acquiring the Purchase Price Stock, the Purchase Price Warrants, and will, upon conversion of such warrants, acquire the Conversion Shares and Warrants pursuant to this Agreement for its own account for investment only purposes and not with a view towards their to, or for sale in connection with, any distribution thereof and Blanch has no present agreement or resalecommitment providing for the disposition thereof. The Investor Blanch hereby represents and warrants that it is an "accredited" investor within the meaning of Accredited Investor (as defined in Rule 501 501(a) promulgated under the Securities Act of 19331933 Act). Blanch understands that: (a) the Purchase Price Stock, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Purchase Price Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Conversion Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities 1933 Act, or any applicable state's securities laws, by reason of their issuance in a transaction exempt from the registration requirements of the 1933 Act and may not such state's securities laws; (b) such securities must be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated held indefinitely unless a subsequent disposition thereof is registered under the Securities 1933 Act can be made only in accordance with the terms or is exempt from registration; (c) Summit will make a notation on its transfer books to such effect; and conditions of (d) such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement securities will bear the following legend: "THESE SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES , AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALEOTHERWISE TRANSFERRED, TRANSFERRED PLEDGED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER SUCH ACT OR AN EXEMPTION FROM OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION FOR SUCH IS NOT REQUIRED." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SALE, OFFERASSIGNMENT, TRANSFER TRANSFER, PLEDGE OR OTHER ASSIGNMENT DISPOSITION THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS AND AGREEMENTS CONTAINED IN A SHAREHOLDER AGREEMENT DATED AS SUPPORTED OF JUNE 2, 1998, AMONG THE COMPANY AND CERTAIN STOCKHOLDERS AND WARRANTHOLDERS. A COPY OF SUCH STOCKHOLDER AGREEMENT AND ALL APPLICABLE AMENDMENTS THERETO WILL BE FURNISHED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE THE COMPANY TO THE CORPORATIONRECORDHOLDER OF THE CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE."" Blanch agrees that it will comply with the restrictions on transferability of the Purchase Price Stock, the Purchase Price Warrants and the Conversion Shares contained herein. Blanch acknowledges that Buyers are materially relying on the truth and accuracy of the representations and warranties made by Blanch in this Section 4.29.

Investment Representation. The Investor is purchasing Preferred Shares You hereby agree and Warrants pursuant to represent, as a condition of this Agreement grant of Restricted Stock, that (i) you are acquiring the shares of Restricted Stock for its investment for your own account for investment only and not with a view towards their to, or intention of, or otherwise for resale in connection with, any distribution to any person or resale. The Investor represents that it is an "accredited" investor within entity, (ii) neither the meaning offer nor sale of Rule 501 promulgated the shares of Restricted Stock hereunder, or the shares of Restricted Stock themselves, have been registered under the Securities Act or registered or qualified under any applicable state securities laws and that the shares of 1933Restricted Stock are being offered and sold to you by reason of and in reliance upon a specific exemption from the registration provisions of the Securities Act and exemptions from registration or qualification provisions of such applicable state or other jurisdiction’s securities laws which depend upon, among other things, the bona fide nature of the investment intent as amended expressed herein and the truth and accuracy of your representations, warranties, agreements, acknowledgments and understandings as set forth herein, (iii) no public market now exists for any of the "Securities Act")securities issued by the Company and that there can be no assurance that a public market will ever exist for the shares of Restricted Stock, has (iv) you must, and are able to, bear the economic risk of your investment in the shares of Restricted Stock for an indefinite period of time and can afford a complete loss of your investment in the shares of Restricted Stock, (v) you are sophisticated in financial matters and have such knowledge and experience in financial and business matters that enable it as to evaluate be capable of evaluating the merits risks and risks benefits of your investment in the Preferred Shares shares of Restricted Stock, (vi) you are as of the date hereof an “accredited investor” as such term is defined under Rule 501 of the Securities Act, (vii) your principal place of residence is in the Common wealth of Virginia, and Warrants(viii) the Company has made available to you all documents that you have requested relating to the Company, is able to bear the economic risk shares of a loss Restricted Stock and your purchase of its entire investment therein the shares of Restricted Stock, and is prepared to hold the Preferred Shares and the Warrants for you have had an indefinite period of time. The Investor has received the opportunity to ask questions, questions and has obtained receive answers concerning the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ Company and the terms and conditions of the Preferred Shares offering and the Warrants. The Investor has received all sale of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale shares of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued Restricted Stock pursuant to this Restricted Stock Agreement bear and have had full access to such other information concerning the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONCompany and the shares of Restricted Stock as you deemed necessary or desirable."

Investment Representation. The Investor Transferor is purchasing Preferred Shares acquiring and Warrants pursuant to this Agreement shall hold the Share issued by the Transferee hereunder for its own account for investment only and not with a view towards their distribution or resaleinvestment. The Investor represents Transferor acknowledges that it is an "accredited" investor within the meaning Shares are restricted securities under Rule 144 of Rule 501 the Rules and Regulations promulgated under the Securities Act of 1933, as amended amended, and that the Shares shall bear the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO; UNLESS PURSUANT TO THE RULES PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED; OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.” The Transferor has had the opportunity to request from the Transferee any information concerning the Transferee which the Transferor has deemed relevant and the Transferee has provided such information. Transferor understands that the Shares are not registered under the Securities Act on the grounds that the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) or regulations promulgated thereunder, and that Transferee’s reliance on such exemption is predicated on Transferor’s representations set forth herein. Transferor represents that it is an “accredited investor” as such term is defined in Rule 501 (a) promulgated under the "Securities Act")Act and is experienced in evaluating and investing in companies such as Transferee, is familiar with the risks associated with the business and operations of Transferee, has such knowledge and experience in financial and business matters that enable it as to evaluate be capable of evaluating the merits and risks of investment in its investment, and has the Preferred Shares and Warrants, is able ability to bear the economic risk of a loss risks of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timeinvestment. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor Transferor understands that the Preferred Shares and the Warrants have may not been registered be sold, transferred, or otherwise disposed of without registration under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration applicable state securities laws or an exemption therefrom, and that, in the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act and applicable state securities laws, the Shares must be held indefinitely. FCG has also informed Transferor agrees that in no event will it make a transfer or disposition of any of the Investor Shares or such other securities, which have a legend substantially in the form set forth above, unless and until (i) Transferor shall have notified Transferee of the proposed disposition and (ii) if requested by Transferee, Transferor shall have furnished to Transferee, at the expense of Transferor or its transferee, an opinion of counsel reasonably satisfactory to Transferee to the effect that any routine sale of Preferred Shares such transfer may be made without registration under the Securities Act and Warrants applicable state securities laws, except that no such opinion need be delivered in connection with a transfer or disposition made in reliance upon pursuant to Rule 144 or Rule 145 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONAct."

Investment Representation. The Investor is purchasing Preferred Neither this Warrant nor the Warrant Shares and Warrants pursuant to issuable upon the exercise of this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated Warrant have been registered under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timeor any state securities laws. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions Holder acknowledges by acceptance of the Preferred Shares Warrant that (a) he has acquired this Warrant for investment and not with a view to distribution; and either (b) he has a pre-existing personal or business relationship with the WarrantsCorporation, or its executive officers, or by reason of his business or financial experience be has the capacity to protect his own interests in connection with the transaction; and (c) he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act. The Investor has received all Holder agrees that any Warrant Shares issuable upon exercise of the information regarding Holdco, VANTAS this Warrant will be acquired for investment and Old HQ that it has requested. FCG has informed the Investor that the Preferred not with a view to distribution and such Warrant Shares and the Warrants have will not been be registered under the Securities Act and applicable state securities laws and that such Warrant Shares may not have to be sold, transferred held indefinitely unless they are subsequently registered or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated qualified under the Securities Act can and applicable state securities laws or, based on an opinion of counsel reasonably satisfactory to the Corporation, an exemption from such registration and qualification is available. The Holder by acceptance hereof, consents to the placement of the following restrictive legends or similar legends, on each certificate to be made only issued to the Holder by the Corporation in accordance connection with the terms and conditions issuance of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legendWarrant Shares: "THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF HYPOTHECATED UNLESS (A) There IS AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR LAWS COVERING SUCH SECURITIES, OR (B) THE HOLDER RECEIVES AN EXEMPTION FROM REGISTRATION OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE, OFFERTRANSFER, TRANSFER ASSIGNMENT OR OTHER ASSIGNMENT AS SUPPORTED BY HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH CERTIFICATIONS, OPINIONS ACT AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONQUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW."

Investment Representation. The Investor Each Seller has received and reviewed all information as he deems appropriate to enable him to evaluate the financial risk inherent in making an investment in the Dearborn Stock, has had access to officers and other representatives of InfraSource and Dearborn and has received satisfactory and complete information concerning the business and financial condition of InfraSource and Dearborn in response to all inquiries in respect thereof. Each Seller is purchasing Preferred Shares and Warrants pursuant to this Agreement for its own account acquiring the Dearborn Stock for investment only for his own account, and not with a view towards their to the sale or distribution of all or resaleany part thereof in any transaction that would be in violation of the securities laws of the United States or any state. The Investor represents Each Seller understands that it is an "accredited" investor within the meaning of Rule 501 promulgated Dearborn Stock acquired hereunder will not be registered under the Securities Act Act, in part based upon an exemption from registration predicated on the accuracy and completeness of 1933his representations and warranties herein. Each Seller understands that, as amended (a result, he will not be permitted to sell, transfer or assign any of the "Securities Act")Dearborn Stock acquired hereunder until such shares are registered or an exemption from the registration and prospectus delivery requirements of the Act is available. Each Seller agrees that in no event will he make a disposition of any shares of Dearborn Stock or any interest therein, unless such disposition is in compliance with applicable securities laws and the Stockholders' Agreement. Each Seller does not require the assistance of an investment advisor or other purchaser representative to participate in the transactions contemplated by this Agreement; has such knowledge and experience in financial and business matters that enable it as to evaluate be capable of evaluating the merits and risks of his or her investment in the Preferred Shares and Warrants, is able Dearborn Stock; has the ability to protect his or her own interests in connection with this transaction; can bear the economic risk risks of a loss of its entire his investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time; can afford the complete loss of his investment; and recognizes that an investment in the Dearborn Stock involves substantial risk. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results Each Seller is an "Accredited Investor," as such term is defined in Rule 501 of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 Regulation D promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONAct."

Investment Representation. The Investor is purchasing Preferred Neither this Warrant nor the Warrant Shares and Warrants pursuant to issuable upon the exercise of this Agreement for its own account Warrant have been registered under the Securities Act, or under the California Corporate Securities Law of 1968. Holder acknowledges by acceptance of this Warrant that (a) it has acquired this Warrant for investment only and not with a view towards their toward distribution or resale. The Investor represents that resale thereof; (b) it has a pre-existing personal or business relationship with the Corporation, or its executive officers, or by reason of its business or financial experience it has the capacity to protect its own interests in connection with the transaction; and (c) it is an "accreditedaccredited investor" investor within the meaning of Rule 501 as that term is defined in Regulation D promulgated under the Securities Act Act. Holder agrees that any Warrant Shares issuable upon exercise of 1933, as amended (the "Securities Act"), has such knowledge this Warrant will be acquired for investment and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of not with a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questionsview toward distribution or resale thereof, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred such Warrant Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have will not been be registered under the Securities Act and applicable state securities laws, and that such Warrant Shares may not have to be sold, transferred held indefinitely unless they are subsequently registered or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated qualified under the Securities Act can and applicable state securities laws or, based on an opinion of counsel reasonably satisfactory to the Corporation, an exemption from such registration and qualification is available. Holder, by acceptance hereof, consents to the placement of the following restrictive legend, or similar legend, on each certificate to be made only issued to Holder by the Corporation in accordance connection with the terms and conditions issuance of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legendWarrant Shares: "THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR LAWS COVERING SUCH SECURITIES, OR (B) THE HOLDER RECEIVES AN EXEMPTION FROM REGISTRATION OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE, OFFERTRANSFER, TRANSFER ASSIGNMENT OR OTHER ASSIGNMENT AS SUPPORTED BY HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH CERTIFICATIONS, OPINIONS ACT AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONANY FURTHER QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW."

Investment Representation. The Investor Purchaser represents that it is purchasing Preferred acquiring the Shares and Warrants pursuant to this Agreement for its own account for investment only and not with a view towards their the distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of, or offer to dispose of, the related answersShares, regarding unless the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act of 1933 (the "1933 Act") and may not be sold, transferred applicable state securities laws or otherwise assigned absent such registration or an exemption therefromis not required in the opinion of counsel for Purchaser. FCG has also informed the Investor that any Any routine sale of Preferred the Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities 1933 Act can be made only in accordance with the terms and conditions of such said Rule and, and further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicablethe Shares, resale thereof may require compliance with some other exemption under the Securities 1933 Act prior to resale. FCG has informed the Investor Purchaser understands that certificates representing for the Preferred Shares and Warrants issued purchased pursuant to this Agreement shall bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT AS SUPPORTED BY IS AVAILABLE UNDER SUCH CERTIFICATIONSACT." Purchaser represents that (i) it is purchasing the Shares after having made adequate investigation of the business, OPINIONS AND OTHER DOCUMENTATIONfinances and prospects of ATI, IF ANY(ii) it has been furnished any information and materials relating to the business, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONfinances and operation of ATI and any information and materials relating to the sale of the Shares which it has requested and (iii) it has been given an opportunity to make any further inquiries desired of the management and any other personnel of ATI and has received satisfactory responses to such inquiries. Bernstein represents that he (i) is knowledgeablx xxxxxxing the financial statements, assets and liabilities of ATI and that the assets of ATI are being sold "as is, where is," (ii) is aware that ATI and its subsidiaries are in default with respect to certain contracts, (iii) acknowledges that no consents with respect to the transfer of contracts and leases to which ATI and its subsidiaries are being obtained prior to the purchase of the Shares."

Investment Representation. The Investor Seller represents and warrants to ------------------------- Purchaser that Seller is purchasing Preferred Shares acquiring the Registrable Securities and Warrants Non- Registrable Securities to be issued pursuant to this Agreement for its investment for Seller's own account for investment only account, not on behalf of others and not with a view towards their distribution to resell or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated otherwise distribute such Registrable Securities or Non-Registrable Securities except pursuant to either a valid registration under the Securities Act of 1933and applicable state securities laws or a valid exemption from such registration requirements. Seller acknowledges that the Registrable Securities and Non-Registrable Securities have not been registered under the Securities Act, or under any state securities laws and, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws or unless an exemption from registration is available and, as amended (a result, Seller must bear the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks risk of an investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants such JFF Stock for an indefinite period of time. The Investor financial condition of Seller is currently adequate to bear the substantial economic risk of an investment in Registrable Securities and Non- Registrable Securities. Seller has sufficient knowledge and experience in investment and business matters to understand the economic risk of such an investment and the risk involved in a commercial enterprise such as Purchaser. Seller is a corporation organized under the laws of the State of Kentucky and all communications and information, written or oral, concerning the Registrable Securities and Non-Registrable Securities and this Agreement have been directed to Seller and have been received the only in Kentucky, Georgia or Alabama. Seller has had ample opportunity to obtain and carefully read all of SEC reports and filing concerning Purchaser. Seller has had an opportunity to ask questionsquestions of, and has obtained the related answersreceive answers from, regarding the business, financial condition and results officers of operations of Holdco, VANTAS and Old HQ Purchaser concerning Purchaser and the terms Registrable Securities and conditions of the Preferred Shares Non-Registrable Securities and the Warrants. The Investor has received all of the to obtain any additional information regarding Holdco, VANTAS and Old HQ that it has which such Shareholder reasonably requested. FCG has informed Seller is an "accredited investor" within the Investor that the Preferred Shares and the Warrants have not been registered meaning of Regulation D under the Securities Act Act, and Seller shall deliver to Purchaser such information as Purchaser shall reasonably request to establish Seller's status as an "accredited investor." If Seller declares a dividend to its Shareholders of any of the Registrable Securities and Non-Registrable Securities received by it, Seller shall prior to the delivery of such capital stock of Purchaser to Seller's Shareholders obtain from each such Shareholder and deliver to Purchaser such documentation as Purchaser may not reasonably request at such time. Nothing stated herein shall be sold, transferred deemed or otherwise assigned absent such registration construed to modify or an exemption therefrom. FCG has also informed reduce the Investor that any routine sale obligations of Preferred Purchaser to register the Registrable Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONSection 2.2(iii) hereof."

Investment Representation. The Investor Such Rollover Seller acknowledges that the LLC Interests being issued to such Rollover Seller are not registered under the securities laws of any jurisdiction and that such Rollover Seller is purchasing Preferred Shares and Warrants pursuant to this Agreement acquiring such LLC Interests for its such Rollover Seller's own account account, not as a nominee or agent, for investment only investment, and not with a view towards their to the distribution or resalethereof. The Investor represents that it Such Rollover Seller is an "accredited" a sophisticated investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such with knowledge and experience in financial and business matters that enable it to evaluate matters, is capable of evaluating the risks and merits and risks of such Rollover Seller's investment in the Preferred Shares LLC Interests and Warrants, has the capacity to protect such Rollover Seller's own interests. Such Rollover Seller is in a financial position to hold the LLC Interests for an indefinite period of time and is able to bear the economic risk of and withstand a complete loss of his, her or its entire investment therein and is prepared to hold in the Preferred Shares and LLC Interests. Such Rollover Seller acknowledges that the Warrants for an indefinite period of time. The Investor Buyer Parent has received given him, her or it the opportunity to ask questionsquestions of the officers and management employees of the Buyer Parent, the Buyer and the Acquired Companies, to obtain additional information about the assets, liabilities, prospects, indebtedness, business and financial condition of the Buyer Parent, the Buyer and the Acquired Companies, and has obtained access to the related answersfacilities, regarding properties, books and records relating to the businessbusiness of the Buyer Parent, financial condition and results of operations of Holdco, VANTAS and Old HQ the Buyer and the terms Acquired Companies in order to evaluate the investment in the LLC Interests contemplated hereby. In addition to and conditions not by way of limitation of the Preferred Shares and the Warrants. The Investor has received all foregoing, such Rollover Seller acknowledges that an Affiliate of the information regarding HoldcoBuyer Parent shall enter into, VANTAS and Old HQ that it has requested. FCG has informed effective as of the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be soldClosing, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance a management agreement with the terms Buyer Parent and/or one or more of its Subsidiaries (including certain of the Acquired Companies) that will provide such Affiliate annual management fees and conditions of such Rule and, further, that other rights and benefits in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONconnection therewith."

Investment Representation. The Investor is purchasing Preferred Shauxxxxxx xxxees and acknowledges that the Company, in issuing the Shares and Warrants pursuant to this Agreement for its own account Agreement, is relying upon the availability of an exemption from the registration requirements of federal and state law, and that consequently the Shares may not be sold or transferred unless the Shares are either registered or an available exemption from registration is fully complied with with respect to such Shares. Shauxxxxxx xxxordingly represents to the Company that he is acquiring the Shares for investment purposes only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and may not be sold except upon receipt of evidence by the Warrants Company that the Shares have not either been registered under the Securities Act applicable federal and may not be sold, transferred or otherwise assigned absent such registration state law or an available exemption therefromfrom registration has been fully complied with. FCG has also informed the Investor Shauxxxxxx xxxther agrees and acknowledges that any routine sale of Preferred each certificate evidencing such Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, shall bear a restrictive legend reading substantially as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legendfollows: "THESE SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER TAKEN WITHOUT A VIEW TO THE DISTRIBUTION THEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES , AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, PLEDGED, TRANSFERRED OR OTHERWISE ASSIGNED DISPOSED OF EXCEPT IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT ACCORDANCE WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR AND THE RULES AND REGULATIONS THEREUNDER AND IN ACCORDANCE WITH THE APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SHARES WILL NOT TRANSFER SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE SHARES EXCEPT UPON RECEIPT OF EVIDENCE SATISFACTORY TO THE CORPORATIONCOMPANY THAT THE REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE ANY APPLICABLE STATE SECURITIES LAWS."

Investment Representation. The Investor is purchasing Preferred Shares You hereby agree and Warrants pursuant to represent, as a condition of this Agreement grant of Restricted Stock, that (i) you are acquiring the shares of Restricted Stock for its investment for your own account for investment only and not with a view towards their to, or intention of, or otherwise for resale in connection with, any distribution to any person or resale. The Investor represents that it is an "accredited" investor within entity, (ii) neither the meaning offer nor sale of Rule 501 promulgated the shares of Restricted Stock hereunder, or the shares of Restricted Stock themselves, have been registered under the Securities Act or registered or qualified under any applicable state securities laws and that the shares of 1933Restricted Stock are being offered and sold to you by reason of and in reliance upon a specific exemption from the registration provisions of the Securities Act and exemptions from registration or qualification provisions of such applicable state or other jurisdiction’s securities laws which depend upon, among other things, the bona fide nature of the investment intent as amended expressed herein and the truth and accuracy of your representations, warranties, agreements, acknowledgments and understandings as set forth herein, (iii) no public market now exists for any of the "Securities Act")securities issued by the Company and that there can be no assurance that a public market will ever exist for the shares of Restricted Stock, has (iv) you must, and are able to, bear the economic risk of your investment in the shares of Restricted Stock for an indefinite period of time and can afford a complete loss of your investment in the shares of Restricted Stock, (v) you are sophisticated in financial matters and have such knowledge and experience in financial and business matters that enable it as to evaluate be capable of evaluating the merits risks and risks benefits of your investment in the Preferred Shares shares of Restricted Stock, (vi) you are as of the date hereof an “accredited investor” as such term is defined under Rule 501 of the Securities Act, (vii) your principal place of residence is in the State of New York, and Warrants(viii) the Company has made available to you all documents that you have requested relating to the Company, is able to bear the economic risk shares of a loss Restricted Stock and your purchase of its entire investment therein the shares of Restricted Stock, and is prepared to hold the Preferred Shares and the Warrants for you have had an indefinite period of time. The Investor has received the opportunity to ask questions, questions and has obtained receive answers concerning the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ Company and the terms and conditions of the Preferred Shares offering and the Warrants. The Investor has received all sale of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale shares of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued Restricted Stock pursuant to this Restricted Stock Agreement bear and have had full access to such other information concerning the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONCompany and the shares of Restricted Stock as you deemed necessary or desirable."

Investment Representation. The Investor is purchasing Preferred Shares and Warrants Seller will acquire the shares of Common Stock payable to Seller pursuant to this Agreement Section 2.6 hereof for its own account for investment only and not with a view towards their to making a distribution or resale. The Investor represents that it is an "accredited" investor thereof within the meaning of Rule 501 promulgated the Securities Act. The parties acknowledge and agree that Seller may distribute the Common Stock to its shareholders in compliance with the applicable securities laws and the applicable exemptions from registration thereunder. Seller is aware that the shares of Common Stock to be distributed to it under the Securities Act terms of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants this Agreement have not been registered under the Securities Act Act, and, as a result thereof, are subject to substantial restrictions on transfer and shall bear a legend in the form specified below restricting the transfer of such shares of Common Stock. Seller further understands that Buyer has no obligation or intention to register the shares of Common Stock to be distributed to Seller hereunder, under any federal or state securities laws and, therefore, Seller may not be sold, transferred precluded from selling or otherwise assigned absent such registration transferring or an exemption therefrom. FCG has also informed the Investor that disposing of any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable shares of Common Stock or any portion thereof and will have to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE economic risk of Seller's investment. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN EXEMPTION OPINION OF COUNSEL (SATISFACTORY TO THE COMPANY AND ITS COUNSEL), OR A "NO-ACTION" OR INTERPRETIVE LETTER FROM REGISTRATION FOR THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION STATING THAT SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH CERTIFICATIONS, OPINIONS ACT AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONANY APPLICABLE STATE SECURITIES LAWS."

Investment Representation. The Investor is purchasing Preferred Note and the WEI Shares and Warrants pursuant to this Agreement (collectively, the "Weststar Securities") are being acquired for its own the account for investment only of Denmark and not with a view towards their to, nor for sale in connection with, any distribution or resalethereof, and without any present intention of selling the same. The Investor represents that it is an "accredited" investor within Weststar Securities will not be sold or otherwise disposed of in the meaning absence of Rule 501 promulgated a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate covering the merits and risks of investment in Note or the Preferred Shares and WarrantsWEI Shares, is able to bear respectively, or an exemption from the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions registration requirements of the Preferred Shares and Securities Act. Denmark hereby acknowledges that (i) the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have Weststar Securities may not been be sold or otherwise transferred unless they are registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed from such registration is available; (ii) any sales of the Investor that any routine sale of Preferred Shares and Warrants Weststar Securities made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule 144 and, further, that in case such if Rule 144 is not applicable applicable, any resale of such securities under circumstances in which Denmark or the person through whom the sale is made may be deemed to any sale of Preferred Shares and Warrantsbe an underwriter, as applicablethat term is defined in the Securities Act, resale thereof may require compliance with some other exemption under the Securities Act prior or the rules and regulations of the Securities and Exchange Commission or other governmental authority substituted therefor; and (iii) Weststar is under no obligation to resaleregister any of the Weststar Securities under the Securities Act or to comply with the terms and conditions of any exemption thereunder. FCG has informed The instruments evidencing the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement Weststar Securities may bear a restrictive legend in substantially the following legend: "THESE form (and a stop-transfer order may be placed against transfer thereof): THE SECURITIES HAVE REPRESENTED HEREBY WERE NOT BEEN REGISTERED UNDER UNDER, AND ARE SUBJECT TO, THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES AMENDED (THE "1933 ACT"), AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN ASSIGNED, AND THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH COMPANY IS NOT REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT ASSIGNMENT, EXCEPT (I) PURSUANT TO A CURRENT REGISTRATION UNDER THE 1933 ACT; (II) IN A TRANSACTION PERMITTED BY RULE 144 UNDER THE 1933 ACT AND AS SUPPORTED TO WHICH THE COMPANY HAS RECEIVED REASONABLY SATISFACTORY EVIDENCE OF COMPLIANCE WITH THE PROVISIONS OF RULE 144; OR (III) UPON RECEIPT OF A LEGAL OPINION RENDERED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE COUNSEL REASONABLY REQUESTED AND ACCEPTABLE SATISFACTORY TO THE CORPORATIONCOMPANY TO THE EFFECT THAT THE TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT. If a legal opinion complying with clause (iii) of the legend set forth above indicates that the legend and stop-transfer order may be removed, Weststar will substitute unlegended instruments for and remove the stop-transfer order from the instruments described in the opinion. In connection with any Weststar IPO (as defined in Section 10.8 hereof) or any other offering involving an underwriting of shares being issued by Weststar, Weststar shall not be required to include any of the WEI Shares in such underwritings unless other similarly situated shareholders of Weststar are being permitted to include some or all of their shares in the underwritings, in which case Denmark shall be permitted to include some or all of the WEI Shares on an equivalent basis; HOWEVER, should Weststar agree to include a portion of the WEI shares in such underwriting, following Denmark's request to do so, Denmark must accept the terms of the underwriting (to the extent applicable to the WEI Shares) as agreed upon between Weststar and the underwriters selected by Weststar (all costs of registering the WEI Shares shall be borne by Weststar). Furthermore, in connection with any registration of the WEI Shares, Denmark agrees, if requested by Weststar or the underwriters managing any underwritten offering of the WEI Shares, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the WEI Shares (other than that included in the registration) without the prior written consent of Weststar or such underwriters, as the case may be, for such period of time after the effective date of such registration as Weststar or the underwriters may specify, which, in any event, shall be a minimum of twelve (12) months following any Weststar IPO; but in any event, shall be no longer than the time period required by the underwriter for similarly situated shareholders of Weststar. Denmark shall receive treatment no less favorably than any other similarly situated shareholder of Weststar at the time of any offering involving an underwriting of shares being issued by Weststar."

Investment Representation. The Investor is purchasing Preferred Neither this Warrant nor the Warrant Shares and Warrants pursuant to issuable upon the exercise of this Agreement for its own account Warrant have been registered under the Securities Act, or under the California Corporate Securities Law of 1968. Holder acknowledges by acceptance of the Warrant that (a) it has acquired this Warrant for investment only and not with a view towards their distribution toward distribution; and either (b) it has a pre-existing personal or resale. The Investor represents that business relationship with the Corporation, or its executive officers, or by reason of its business or financial experience it has the capacity to protect its own interests in connection with the transaction; and (c) it is an "accredited" accredited investor within the meaning of Rule 501 as that term is defined in Regulation D promulgated under the Securities Act Act. Holder agrees that any Warrant Shares issuable upon exercise of 1933, as amended (the "Securities Act"), has such knowledge this Warrant will be acquired for investment and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of not with a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questionsview toward distribution, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred such Warrant Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have will not been be registered under the Securities Act and applicable state securities laws, and that such Warrant Shares may not have to be sold, transferred held indefinitely unless they are subsequently registered or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated qualified under the Securities Act can and applicable state securities laws or, based on an opinion of counsel reasonably satisfactory to the Corporation, an exemption from such registration and qualification is available. Holder, by acceptance hereof, consents to the placement of the following restrictive legends, or similar legends, on each certificate to be made only issued to Holder by the Corporation in accordance connection with the terms and conditions issuance of such Rule and, further, that Warrant Shares in case such Rule is not applicable addition to any sale of Preferred Shares other legends set forth in that certain Warrant and Warrants, as applicable, resale thereof may require compliance with some other exemption under Common Stock Purchase Agreement Purchase entered into by and between the Securities Act prior to resale. FCG has informed Holder and the Investor that certificates representing Corporation and incorporated herein by reference (the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE Purchase Agreement"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR LAWS COVERING SUCH SECURITIES, OR (B) THE HOLDER RECEIVES AN EXEMPTION FROM REGISTRATION OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE, OFFERTRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND ANY FURTHER QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONSFOR A PERIOD OF TIME, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE NOT TO EXCEED ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE CORPORATION'S FIRST UNDERWRITTEN PUBLIC OFFERING."

Investment Representation. The Investor By accepting the Warrant, the Warrant Holder represents that (a) it is purchasing Preferred Shares and Warrants pursuant to this Agreement acquiring the Warrant for its own account for investment only purposes and not with the view to any sale or distribution, (b) the Warrant Holder will not offer, sell or otherwise dispose of the Warrant or the Warrant Shares except under circumstances as will not result in a view towards their distribution or resale. The Investor represents that it violation of applicable securities laws, (c) the Warrant Holder is an "accredited" investor within the meaning of “accredited investor” as that term is defined in Rule 501 promulgated under the Securities Act Act, (d) the Warrant Holder has had such opportunity as it has deemed adequate to ask questions of 1933the Company and its representatives and to otherwise obtain from the Company such information regarding the Company, as amended (along with copies of all information from the "Securities Act"), has such knowledge and experience in financial and business matters Company that enable the Warrant Holder deems necessary to permit it to evaluate the merits of accepting this Warrant, (e) the Warrant Holder has such knowledge, sophistication and risks of investment experience in the Preferred Shares business and Warrants, is financial matters to be able to bear evaluate the economic risk merits, risks and other considerations relating to the acquisition of this Warrant; (f) the Warrant Holder understands and acknowledges that this Warrant involves a loss high degree of its entire investment therein risk; and is prepared to hold (g) the Preferred Shares Warrant Holder understands that this Warrant and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants issuable upon exercise hereof have not been registered under the Securities Act Act, or the securities or similar laws of any jurisdiction and may are offered in reliance on exemptions therefrom, which reliance depends upon, among other things, the bona fide nature of the investment intent and the truth and accuracy of Warrant Holder’s representations as expressed herein. Immediately upon acceptance of this Warrant, the Warrant Holder shall execute and deliver to the Company a counterpart to the XXX and acknowledges and agrees that the Warrant Holder shall be an “Investor” for all purposes thereunder and shall be bound thereby. Upon any exercise of this Warrant or other issuance of Warrant Shares (including, without limitation, pursuant to Section 2(g) or 5(e)), the Warrant Holder shall execute and deliver to the Company a counterpart to the Voting Agreement and agrees that the Warrant Holder shall be an “Investor” and a “Stockholder” for all purposes thereunder and shall be bound thereby; provided that, notwithstanding the foregoing, the Warrant Holder shall not be sold, transferred or otherwise assigned absent required to become a party to the Voting Agreement if the Voting Agreement (i) does not provide for the Warrant Holder to become a party to such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only agreement in accordance with its terms (and without the terms and conditions need to obtain the consent of any other person or entity) at the time of such Rule and, further, exercise or conversion or (ii) has been amended since the date hereof in a manner that in case such Rule is not applicable would have a disproportionate adverse effect on the Warrant Holder as compared to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONparties thereto."

Investment Representation. The Investor is purchasing Preferred Neither this Warrant nor the Warrant Shares and Warrants pursuant to issuable upon the exercise of this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated Warrant have been registered under the Securities Act of 1933, or any state securities laws. The Holder acknowledges by acceptance of the Warrant that as amended of the date of this Warrant and at the time of exercise (a) he has acquired this Warrant or the "Warrant Shares, as the case may be, for investment and not with a view to distribution; and either (b) he has a pre-existing personal or business relationship with the Corporation, or its executive officers, or by reason of his business or financial experience he has the capacity to protect his own interests in connection with the transaction; and (c) he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity Holder agrees that any Warrant Shares issuable upon exercise of this Warrant will be acquired for investment and not with a view to ask questions, distribution and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred such Warrant Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have will not been be registered under the Securities Act and applicable state securities laws and that such Warrant Shares may not have to be sold, transferred held indefinitely unless they are subsequently registered or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated qualified under the Securities Act can and applicable state securities laws or, based on an opinion of counsel reasonably satisfactory to the Corporation, an exemption from such registration and qualification is available. The Holder, by acceptance hereof, consents to the placement of the following restrictive legends, or substantially similar legends, on each certificate to be made only issued to the Holder by the Corporation in accordance connection with the terms and conditions issuance of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legendWarrant Shares: "THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH THE DISTRIBUTION HEREOF. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED TRANSFERRED, OR OTHERWISE ASSIGNED DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER OR EXEMPTION FROM SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONALL APPLICABLE STATE securities LAWS."

Investment Representation. The Investor is purchasing In connection with the acquisition of the Common Stock, the Series A Preferred Shares Stock and Warrants pursuant to this Agreement for its own account the Junior Note, Xxxxxx represents and warrants that the Common Stock, the Series A Preferred Stock and the Junior Note are being purchased for investment purposes only and not with a view towards their to distribution or resaleother transfer and will be held for its own individual account. The Investor represents that Further, it is an "accredited" investor within understood that such Common Stock, the meaning of Rule 501 promulgated Series A Preferred Stock and the Junior Note have not been registered under the Federal Securities Act of 1933, as amended (the "Securities 1933 Act"), or under the State Securities Laws, in reliance upon exemption from registration contained in those acts. Xxxxxx acknowledges that ILD's reliance upon such exemptions is based in part on the representations, warranties, and agreements of Xxxxxx contained in this Agreement. Xxxxxx acknowledges and agrees that it may not sell, transfer, assign or otherwise dispose of the Common Stock, the Series A Preferred Stock or the Junior Note unless there is in effect a registration statement under the 1933 Act and all applicable state securities laws covering such transfer or unless such transfer is exempt from the registration requirements of the 1933 Act and all applicable State Securities Laws. Xxxxxx further represents and warrants to ILD that ILD has made available to Xxxxxx, prior to the date hereof, the opportunity to ask questions of and to receive answers from representatives of ILD and Intellicall and to obtain any additional information to the extent ILD or Intellicall possesses such information or could acquire it without unreasonable effort or expense: (i) relative to ILD and an investment in the Common Stock, the Series A Preferred Stock and the Junior Note; and (ii) necessary to verify the accuracy of any information, documents, books or records furnished. All such materials and information requested by Xxxxxx, including any information requested to verify any information furnished, has been made available and examined. Xxxxxx further represents and warrants to ILD that Xxxxxx, together with such other persons, if any, with whom Xxxxxx has found it necessary to consult, has sufficient knowledge and experience in business and financial and business matters that enable it to evaluate ILD, and the merits and risks risk of an investment in the Common Stock, the Series A Preferred Shares Stock and Warrantsthe Junior Note, without need for the additional information which would be required to be included in a registration statement effective under the 1933 Act or any other applicable State Securities Laws. Xxxxxx further represents and warrants to ILD that Xxxxxx' investment in the Common Stock, the Series A Preferred Stock and the Junior Note shall be in accord with the nature and size of Xxxxxx' investments and net worth, and Xxxxxx is and shall be financially able to bear the economic risk of a loss of its entire investment therein and is prepared investment, including the ability to hold afford holding the Series A Preferred Shares Stock and the Warrants Junior Note for an indefinite period or to afford a complete loss of timeXxxxxx' investment therein. The Investor Xxxxxx has received sufficient liquid assets to pay the opportunity to ask questions, and has obtained fully purchase price of the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ Series A Preferred Stock and the terms Junior Note. It is further agreed and conditions understood by Xxxxxx that stop-transfer instructions will be noted on the appropriate records of ILD and that a restrictive legend shall be affixed to each Common Stock, the Series A Preferred Shares Stock and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only Junior Note purchased in accordance with the terms and conditions of such Rule andthis Agreement, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, reading as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legendfollows: "THESE SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS IN RELIANCE OF EXEMPTION(S) THEREFROM AND THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER UNLESS SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT SALE IS MADE IN COMPLIANCE WITH ALL FEDERAL AND APPLICABLE STATE SECURITIES LAWS. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE HELD SUBJECT TO, AND THEIR TRANSFER IS RESTRICTED UNDER, THE TERMS OF A SHAREHOLDERS' AGREEMENT DATED AS SUPPORTED OF MAY ___, 1996 BY SUCH CERTIFICATIONSAND AMONG THE CORPORATION AND CERTAIN OF ITS SHAREHOLDERS, OPINIONS A COPY OF WHICH IS ON FILE AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE CORPORATION."

Investment Representation. The Investor is purchasing Preferred Company has the knowledge and experience in business and financial matters to meaningfully evaluate the merits and risks of the acquisition of the IWC and CMI Common Shares in exchange and Warrants pursuant partial consideration for the issuance of certain shares of the Common Stock, the transfer of certain of the Seller's Common Shares to this Agreement for its own account for investment only be held as treasury shares or cancelled, the execution and not with a view towards their distribution or resaledelivery of certain promissory notes, agreements and options and the delivery of the other consideration as contemplated hereby. The Investor represents Company has had an opportunity to conduct an independent review of the business, assets, properties, books and records of IWC and CMI for the purpose of satisfying itself as to the truth, accuracy and completeness of the representations and warranties made by the Seller. The Company understands and acknowledges that it is an "accredited" investor within the meaning of Rule 501 promulgated IWC and CMI Common Shares were originally issued to the Seller, and will be sold, assigned, transferred and conveyed to the Company in the transactions contemplated hereby without registration or qualification or other filings being made under the U.S. Securities Act of 1933, as amended (the amended, or any applicable state securities or "Securities Act")Blue Sky" law, has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under specific exemptions therefrom, and in furtherance thereof the Securities Act can Company represents that the IWC and CMI Common Shares will be made only in accordance taken and received by the Company for its own account for investment, with no present intention of a distribution or disposition thereof to others. The Company further acknowledges and agrees that the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred IWC and CMI Common Shares sold, assigned, transferred and Warrants issued pursuant conveyed to this Agreement it shall be subject to a stop-transfer order and shall bear a restrictive legend, in substantially the following legendform: "THESE THE SECURITIES HAVE NOT BEEN REGISTERED REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES AMENDED (THE "ACT"), ARE "RESTRICTED SECURITIES," AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH THE ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALEIN A TRANSACTION WHICH, OFFERIN THE OPINION OF COUNSEL, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE SATISFACTORY TO THE CORPORATIONCOMPANY, IS NOT REQUIRED TO BE REGISTERED UNDER THE ACT."

Investment Representation. The Investor Registered Holder by accepting this Warrant represents that the Warrant is purchasing Preferred Shares and Warrants pursuant to this Agreement acquired for its the Registered Holder's own account for investment only purposes and not with a view towards their to any offering or distribution thereof and that the Registered Holder has no present intention of selling or resaleotherwise disposing of the Warrant or the underlying shares of Stock upon exercise, and the Registered Holder will confirm, in respect of securities obtained upon such exercise, that it is acquiring such securities for its own account and not with a view to any offering or distribution in violation of applicable securities laws. The Investor Registered Holder further represents that it is will not sell or otherwise dispose of the Warrant or the underlying shares of Stock in the absence of an "accredited" investor within the meaning of Rule 501 promulgated effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), has covering such knowledge and experience in financial and business matters securities, or an opinion of counsel for the Registered Holder hereof reasonably acceptable to the Company, or such other evidence as may be reasonably acceptable to the Company, that enable it no such registration is required. The Registered Holder further agrees that the Company may affix to evaluate the merits and risks certificate(s) evidencing the Stock of investment the Company which may be issued upon the exercise of this Warrant a legend in the Preferred Shares and Warrantsform set forth below: THE SHARE OR SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED TRANSFERRED OR ASSIGNED EXCEPT (i) PURSUANT TO A REGISTRATION THEREOF UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED (ii) UPON DELIVERY TO THE COMPANY OF THE WRITTEN OPINION OF COUNSEL FOR SALETHE HEREON-NAMED OWNER, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE WHICH OPINION IS REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONCOMPANY, OR SUCH OTHER EVIDENCE AS MAY BE REASONABLY ACCEPTABLE TO THE COMPANY, THAT THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT SUCH REGISTRATION."

Investment Representation. The Investor Stockholders are accepting the Merger Consideration for their own account and not for any other Person and for investment purposes only and without any view to distribute, resell or otherwise transfer the same. The Stockholders represent, warrant and acknowledge that they have such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of the investment contemplated to be made hereunder and that they have sufficient financial strength to hold the same as an investment and to bear the economic risks of such investment (including possible loss of such investment) for an indefinite period of time. The Xxxx Family Members acknowledge that they are fully informed that the Merger Consideration is purchasing Preferred Shares and Warrants being issued pursuant to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning private offering exemption of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold not being registered under the Preferred Shares and Securities Act or under the Warrants for an indefinite period securities or blue sky laws of time. The Investor has received any state or foreign jurisdiction; will constitute "restricted securities" within the opportunity to ask questionsmeaning of Rule 144 under the Securities Act, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been such securities must be held indefinitely unless they are subsequently registered under the Securities Act and may not be soldany applicable state securities or blue sky laws, transferred or otherwise assigned absent such registration or unless an exemption therefromfrom registration is available thereunder; and that Aon has no obligation to register such securities. FCG has also informed The Xxxx Family Members acknowledge that all documents filed by Aon with the Investor that any routine sale of Preferred Shares Securities and Warrants made in reliance upon Rule 144 promulgated under Exchange Commission ("SEC FILINGS") pursuant to the Securities Act can be or the Securities Exchange Act of 1934 since January 1, 1995 have been made only in accordance with available or delivered to them; that they have had an opportunity to ask questions of and receive answers from Aon concerning the terms and conditions of this Agreement and the Additional Agreements and to obtain additional information, to the extent that Aon possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in such SEC Filings. Each Xxxx Family Member hereby represents, warrants and acknowledges that such Person is an "accredited investor" as defined in Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption 501(a) under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATION."Act

Investment Representation. The Investor is purchasing Preferred Each Seller has the knowledge and experience in business and financial matters to meaningfully evaluate the merits and risks of the purchase and acquisition of the TouchStone Common Stock in exchange and consideration for the Shares and Warrants pursuant owned by such Seller as contemplated hereby. Each Seller acknowledges that the shares of TouchStone Common Stock to this Agreement for its own account for investment only and not with a view towards their distribution be issued to such Seller in the transactions contemplated hereby will be issued by TouchStone without registration or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated qualification or other filings being made under the Federal Securities Act of 1933, as amended (amended, or the securities or "Securities Act")blue sky" laws of any state, has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under specific exemptions therefrom, and in furtherance thereof each Seller represents that the Securities Act can shares of TouchStone Common Stock to be made only in accordance received by such Seller will be taken for such Seller's own account for investment, with no present intention of a distribution or disposition thereof to others. Each Seller agrees that the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates certificate(s) representing the Preferred Shares shares of the TouchStone Common Stock issued to such Seller shall be subject to a stop-transfer order and Warrants issued pursuant to this Agreement shall bear a restrictive legend, in substantially the following legendform: "THESE THE SECURITIES HAVE NOT BEEN REGISTERED REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES AMENDED (THE "ACT"), ARE "RESTRICTED SECURITIES," AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH THE ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALEIN A TRANSACTION WHICH, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE IN THE OPINION OF COUNSEL REASONABLY REQUESTED AND ACCEPTABLE SATISFACTORY TO THE CORPORATIONCOMPANY, IS NOT REQUIRED TO BE REGISTERED UNDER THE ACT."

Investment Representation. The Investor Holder acknowledges that Warrants underlying this Warrant Agreement as well as the Warrant Shares for which these Warrants may be exercised, have not been and, except as otherwise provided herein, will not be registered under the Securities Act of 1933 (the "Act") or qualified under applicable state securities laws and that the transferability thereof is purchasing Preferred restricted by the registration provisions of the Act as well as such state laws. The Holder represents that he is acquiring the Warrants and will acquire the Warrant Shares and Warrants pursuant to this Agreement for its his own account account, for investment purposes only and not with a view towards their to resale or other distribution thereof, nor with the intention of selling, transferring or resale. The Investor represents that it is an "accredited" investor within otherwise disposing of all or any part of such securities for any particular event or circumstance, except selling, transferring or disposing of them upon full compliance with all applicable provisions of the meaning of Rule 501 promulgated under Act, the Securities Exchange Act of 1933, as amended 1934 (the "Securities Exchange Act"), has such knowledge the Rules and experience in financial Regulations promulgated by the Securities and business matters Exchange Commission (the "Commission") thereunder, and any applicable state securities laws. The Holder further understands and agrees that enable it to evaluate (i) the merits securities may be sold only if they are subsequently registered under the Act and risks of investment qualified under any applicable state securities laws or, in the Preferred Shares opinion of the Company's counsel, an exemption from such registration and Warrants, qualification is able available; (ii) any routine sales of securities made in reliance upon Rule 144 promulgated by the Commission under the Act can be made only in the amounts set forth in and pursuant to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the other terms and conditions including applicable holding periods of that Rule; and (iii) except as otherwise set forth herein, the Preferred Company is under no obligation to register this Warrant or the Warrant Shares and on his behalf or to assist him in complying with any exemption from registration under the WarrantsAct. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ Holder agrees that it has requested. FCG has informed the Investor that the Preferred each certificate representing any Warrant Shares and for which the Warrants may be exercised will bear on its face a legend in substantially the following form: These securities have not been registered under the Securities Act and of 1933 or qualified under any state securities laws. They may not be sold, sold or transferred in the absence of an effective registration statement under that Act or otherwise assigned absent qualification under applicable state securities laws without an opinion acceptable to counsel to the Company that such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is qualification are not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONrequired."

Investment Representation. The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and Neither the Warrants for an indefinite period nor the Warrant Shares issuable upon the exercise of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act or any state securities laws. The Holder acknowledges by signing this certificate that, as of the date of this Warrant and at the time of exercise that: (a) the Holder has acquired the Warrant or the Warrant Shares, as the case may be, for the Holder's own account; (b) the Holder has acquired the Warrants or the Warrant Shares, as the case may be, for investment and not with a view to distribution; and (c) either the Holder has a pre-existing personal or business relationship with the Company or its executive officers, or by reason of the Holder's business or financial experience the Holder has the capacity to protect the Holder's own interests in connection with the transaction. The Holder agrees, by acceptance of this certificate, that any Warrant Shares purchased upon exercise of the Warrants may have to be sold, transferred held indefinitely or otherwise assigned absent such registration or until an exemption therefromfrom registration is available, as evidenced by an opinion of counsel reasonably satisfactory to the Company. FCG has also informed The Holder, by acceptance of this certificate, consents to the Investor placement of a restrictive legend (the "Legend") on the certificates representing any Warrant Shares that any routine sale are purchased upon exercise of Preferred Shares and the Warrants made in reliance upon during the applicable restricted period under Rule 144 promulgated or any other applicable restricted period under the Securities Act can Act. The Legend shall be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear substantially the following legendform: "THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD SOLD, TRANSFERRED, PLEDGED OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANYSHARES UNDER THE SECURITIES ACT OF 1933, AS ARE REASONABLY REQUESTED AND ACCEPTABLE AMENDED, UNLESS IN THE WRITTEN LEGAL OPINION (APPROVED BY THE COMPANY) OF COUNSEL SATISFACTORY TO THE CORPORATIONCOMPANY, SUCH REGISTRATION IS NOT REQUIRED."

Investment Representation. The Investor Seller is, and on the date that it is purchasing Preferred Shares to receive each of the Closing Date Equity Consideration and Warrants pursuant the Deferred Consideration will be, an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. On the date that the Seller is to this Agreement receive the Closing Date Equity Consideration or the Deferred Consideration, it will receive the Closing Date Equity Consideration or the Deferred Consideration, as applicable, for its own account with the then-present intention of holding the Purchaser Common Units and shares of Parent Class C Common Stock constituting the Closing Date Equity Consideration or the Deferred Consideration, as applicable, for investment only purposes and not with a view towards their distribution to, or resalefor sale in connection with, any distribution. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), Seller has such knowledge knowledge, sophistication and experience in financial and business matters that enable it to evaluate is capable of evaluating the merits and risks of an investment in the Preferred Shares Purchaser Common Units and Warrants, shares of Parent Class C Common Stock to be issued hereunder and is able to bear the economic risk of a loss such investment. With the assistance of the Seller’s own professional advisors, to the extent that the Seller has deemed appropriate, the Seller has made its entire own legal, tax, accounting and financial evaluation of the merits and risks of an investment therein in the Purchaser Common Units and is prepared to hold the Preferred Shares Parent Class C Common Stock and the Warrants for an indefinite period of time. The Investor has received the been provided reasonable opportunity to ask questionsquestions of and receive answers from representatives of the Purchaser and the Parent regarding the business and operations of the Purchaser and the Parent. The Seller acknowledges that the Purchaser, the Parent and has obtained their respective Affiliates, officers and directors may possess material non-public information not known to the related answersSeller regarding or relating to the Purchaser and the Parent, regarding as applicable, including without limitation information concerning the business, financial condition and condition, results of operations or prospects of Holdcothe Purchaser and the Parent. The Seller confirms that it is not relying on any communication (written or oral) of the Purchaser or any of its Affiliates or representatives, VANTAS as investment or tax advice or as a recommendation to acquire any Purchaser Common Units or Parent Class C Common Stock. It is understood that information and Old HQ and explanations related to the terms and conditions of the Preferred Shares securities provided in this Agreement or otherwise by the Purchaser or any of its Affiliates or representatives will not be considered investment or tax advice or a recommendation to acquire the Purchaser Common Units or shares of Parent Class C Common Stock, and that neither the Purchaser nor any of its Affiliates or its or their respective representatives is acting or has acted as an advisor to the Seller with respect to its decision to acquire the Purchaser Common Units and shares of Parent Class C Common Stock. The Seller has reviewed with its tax advisor the U.S. federal, state, local, foreign and other tax consequences of the transactions contemplated by this Agreement, and the WarrantsSeller acknowledges and agrees that none of the Purchaser or its Affiliates or its or their respective representatives are not making any representation or warranty as to the U.S. federal, state, local, foreign or other tax consequences to the Seller as a result of the Transactions. The Investor has received all Seller understands that it will be responsible for its own Tax liability that may arise as a result of the information regarding HoldcoTransactions. In accepting the Purchaser Common Units and shares of Parent Class C Common Stock issuable hereunder, VANTAS the Seller has relied solely on its own investigation and Old HQ analysis and made its own independent decision that it has requested. FCG has informed an investment in such Purchaser Common Units and shares of Parent Class C Common Stock is suitable and appropriate for the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONSeller."

Investment Representation. The Investor is purchasing Preferred Purchasers and Art Exchange, through -------------------------- the Purchasers, have the knowledge and experience in business and financial matters to meaningfully evaluate the merits and risks of the purchase and acquisition of the Shares of Nicklebys Common Stock in exchange and Warrants pursuant to this Agreement consideration for its own account for investment only the issuance and not with a view towards their distribution or resalesale of the Art Exchange Common Shares as contemplated hereby. The Investor represents Purchasers and Art Exchange shall conduct an independent review of the business, assets, properties, books and records of the Company for the purpose of satisfying themselves as to the truth, accuracy and completeness of the representations and warranties made by the Company. The Purchasers understand and acknowledge that it is an "accredited" investor within the meaning of Rule 501 promulgated Nicklebys Common Stock to be issued, sold, assigned, transferred, conveyed and/or delivered to them in the transactions contemplated hereby will be issued, sold, assigned, transferred, conveyed and/or delivered by the Company without registration or qualification or other filings being made under the U.S. Securities Act of 1933, as amended (the amended, or any applicable state securities or "Securities Act")Blue Sky" law, has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under specific exemptions therefrom, and in furtherance thereof the Securities Act can Purchasers represent that the shares of Nicklebys Common Stock will be made only in accordance taken and received by them for their own accounts for investment, with no present intention of a distribution or disposition thereof to others. The Purchasers, severally and not jointly, further acknowledge and agree that the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares shares of Nicklebys Common Stock issued and Warrants issued pursuant sold to this Agreement them shall be subject to a stop-transfer order and shall bear a restrictive legend, in substantially the following legendform: "THESE THE SECURITIES HAVE NOT BEEN REGISTERED REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES AMENDED (THE "ACT"), ARE "RESTRICTED SECURITIES," AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH THE ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALEIN A TRANSACTION WHICH, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE IN THE OPINION OF COUNSEL SATISFACTORY TO THE CORPORATIONCOMPANY, IS NOT REQUIRED TO BE REGISTERED UNDER THE ACT."

Investment Representation. The Investor is purchasing Preferred Seller has the knowledge and experience in business and financial matters to meaningfully evaluate the merits and risks of the disposition of the IWC and CMI Common Shares, the payment of the cash, the assignment of the patent applications, the execution and delivery of a bill of sale and the delivery of thx xxher consideration as contemplated hereby in exchange and consideration for the receipt of certain newly-issued shares of the Common Stock, the receipt of certain of the Seller's Common Shares to be held as treasury shares or canceled, the receipt of certain promissory notes, agreements and Warrants pursuant to this Agreement for its own account for investment only and not with a view towards their distribution or resalethe receipt of other consideration as contemplated hereby. The Investor represents Seller has had the opportunity to conduct an independent review of the business, assets, properties, books and records of the Company for the purpose of satisfying itself as to the truth, accuracy and completeness of the representations and warranties made by the Company. The Seller understands and acknowledges that it is an "accredited" investor within the meaning newly-issued shares of Rule 501 promulgated the Common Stock and certain of the Seller's Common Shares will be issued and/or delivered to the Seller in the transactions contemplated hereby without registration or qualification or other filings being made under the U.S. Securities Act of 1933, as amended (amended, or any applicable state securities or "Blue Sky" law, in reliance upon specific exemptions therefrom, and in furtherance thereof the "Securities Act")Seller represents that the shares of the Common Stock will be taken and received by it for its account for investment, has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk with no present intention of a loss of its entire investment therein and is prepared distribution or disposition thereof to hold the Preferred Shares and the Warrants for an indefinite Seller's shareholders on or before July 18, 1998 or, absent a currently effective registration statement, to others within a 12-month period of time. The Investor has received Seller further acknowledges and agrees that the opportunity to ask questions, and has obtained instruments representing the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions newly issued shares of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares Common Stock and Warrants issued pursuant to this Agreement it shall be subject to a stop-transfer order and shall bear a restrictive legend, in substantially the following legendform: "THESE THE SECURITIES HAVE NOT BEEN REGISTERED REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES AMENDED (THE "ACT"), ARE "RESTRICTED SECURITIES," AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH THE ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALEIN A TRANSACTION WHICH, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE IN THE OPINION OF COUNSEL SATISFACTORY TO THE CORPORATIONCOMPANY, IS NOT REQUIRED TO BE REGISTERED UNDER THE ACT."

Investment Representation. The Investor Shareholders understand that as of the date when the SFC Common Stock is purchasing Preferred Shares issued to the Shareholders pursuant to SECTION 1.2 it will not have been registered under the Securities Act of 1933 (the "SECURITIES ACT") or qualified under any applicable state securities laws, on the ground that the transfer of the SFC Common Stock to the Shareholders is exempt from the registration and Warrants prospectus delivery requirements of the Securities Act and from qualification under any applicable state securities laws, and that such exemptions are based on the Shareholders' representations and warranties made herein. The Shareholders are acquiring any SFC Common Stock issued pursuant to this Agreement for its their own account for investment only and not with for that of any other persons, and without a view towards their to or in connection with any distribution thereof which is proscribed by the Securities Act or resalein violation of any applicable state securities laws. In addition to the restrictions contained in SECTION 8.3 on the Shareholders' ability to make a Disposition of the SFC Common Stock issued pursuant to this Agreement, the Shareholders shall not offer, sell or otherwise dispose of the Shares except in conformity with Rule 144 under the Securities Act or pursuant to a registration statement under the Securities Act and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to SFC that such registration and qualification is not required. The Investor represents Shareholders acknowledge and agree that it is an the SFC Common Stock certificate or certificates acquired by them pursuant to the Merger shall be endorsed with the following legend or one substantially similar thereto: "accredited" investor within the meaning of Rule 501 promulgated The shares evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act")amended, has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks or any state securities laws. They may not be sold, offered for sale or otherwise disposed of investment in the Preferred Shares and Warrants, is able absence of an effective registration statement as to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered such shares under the Securities Act and may not be soldqualification under applicable state securities laws, transferred or otherwise assigned absent an opinion of counsel satisfactory to the issuer that such registration is not required." SFC may require as a condition precedent to any proposed offer, sale, transfer, pledge, hypothecation or an exemption therefrom. FCG has also informed other disposition of the Investor that any routine sale of Preferred Shares and Warrants made by the Shareholders other than in reliance upon conformity with Rule 144 promulgated or pursuant to a registration statement under the Securities Act can be made only in accordance that the proposed transferee first sign, seal and deliver to SFC an investment agreement with respect to the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrantsthe Additional Shares to be offered, as applicablesold, resale thereof may require compliance with some other exemption under transferred, pledged, hypothecated or otherwise disposed of containing substantially the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares agreements, representations and Warrants issued pursuant to warranties set forth in this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONSECTION 3.19."

Investment Representation. The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement Each LP Unit Recipient represents that its LP Units are being acquired by it with the present intention of holding such LP Units for its own account for investment only purposes of investment, and not with a view towards their distribution sale or resaleany other distribution. The Investor represents Each LP Unit Recipient recognizes that it may be required to bear the economic risk of an investment in the LP Units for an indefinite period of time. Contributor and each LP Unit Recipient is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), Accredited Investor. Contributor and each LP Unit Recipient has such knowledge and experience in financial and business matters that enable it so as to evaluate be fully capable of evaluating the merits and risks of an investment in the Preferred Shares LP Units. No LP Units will be issued, delivered or distributed to any person or entity who either (1) is a resident of the State of California or New York or (ii) is other than an Accredited Investor with respect to whom there has been delivered to Acquiror satisfactory Investor Materials confirming the status of such person or entity as an Accredited Investor. Each LP Unit Recipient has been furnished with the informational materials described in Section 4.2 above (collectively, the "Informational Materials"), and Warrants, is able to bear has read and reviewed the economic risk of a loss of its entire investment therein Informational Materials and is prepared to hold understands the Preferred Shares and the Warrants for an indefinite period of timecontents thereof. The Investor has received LP Unit Recipients have been afforded the opportunity to ask questions, questions of those persons they consider appropriate and has obtained to obtain any additional information they desire in respect of the related answers, regarding LP Units and the business, operations, conditions (financial condition and results otherwise) and current prospects of operations of Holdco, VANTAS and Old HQ the UPREIT and the terms REIT. The LP Unit Recipients have consulted their own financial, legal and conditions tax advisors with respect to the economic, legal and tax consequences of delivery of the Preferred Shares LP Units and have not relied on the WarrantsInformational Materials, Acquiror, the UPREIT, the REIT or any of their officers, directors, affiliates or professional advisors for such advice as to such consequences. All of the Interest Holders in Contributor are Accredited Investors. No Contributor or LP Unit Recipient requires the consent of any Interest Holder in order to consummate the transactions contemplated by this Agreement, including, without limitation, to amend any partnership agreement, operating agreement, charter or other Governing document of Contributor or any LP Unit Recipient. All of Contributor and LP Unit Recipient are domiciled in (and, in the case of non-individual LP Unit Recipient or Contributor, formed under the laws of) the State of Maryland. The Investor has received all representations and warranties in this Section 11.1 shall be deemed remade by Contributor as of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance Closing Date with the terms same force and conditions of such Rule and, further, effect as if in fact specifically remade at that in case such Rule is not applicable to any sale of Preferred Shares time. Such representations and Warrants, as applicable, resale thereof may require compliance with some other exemption under warranties shall survive the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONClosing."

Investment Representation. The Investor is purchasing Preferred Each of the Purchasers and HomeSmartUSA, through the Purchasers, have the knowledge and experience in business and financial matters to meaningfully evaluate the merits and risks of the purchase and acquisition of the XxxxXxxxx.xxx Common Shares in exchange and Warrants pursuant consideration for the issuance and sale of the HomeSmartUSA Common Shares as contemplated hereby. Each of the Purchasers and HomeSmartUSA shall conduct an independent review of the business, assets, properties, books and records of the Company for the purpose of satisfying themselves as to this Agreement for its own account for investment only the truth, accuracy and not with a view towards their distribution completeness of the representations and warranties made by the Company. Each of the Purchasers understands and acknowledges that the XxxxXxxxx.xxx Common Shares to be issued, sold, assigned, transferred, conveyed and/or delivered to him, her or resale. The Investor represents that it is an "accredited" investor within them in the meaning of Rule 501 promulgated transactions contemplated hereby will be issued, sold, assigned, transferred, conveyed and/or delivered by the Company without registration or qualification or other filings being made under the U.S. Securities Act of 1933, as amended (the amended, or any applicable state securities or "Securities Act")Blue Sky" law, has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under specific exemptions therefrom, and in furtherance thereof each of the Securities Act can Purchasers represents that the XxxxXxxxx.xxx Common Shares will be made only in accordance taken and received by him, her or them for his, her or their own account for investment, with no present intention of a distribution or disposition thereof to others. Each of the terms Purchasers further acknowledges and conditions of such Rule and, further, agrees that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates certificate(s) representing the Preferred XxxxXxxxx.xxx Common Shares issued and Warrants issued pursuant sold to this Agreement him, her or them shall be subject to a stop-transfer order and shall bear a restrictive legend, in substantially the following legendform: "THESE THE SECURITIES HAVE NOT BEEN REGISTERED REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES AMENDED (THE "ACT"), ARE "RESTRICTED SECURITIES," AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH THE ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALEIN A TRANSACTION WHICH, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE IN THE OPINION OF COUNSEL SATISFACTORY TO THE CORPORATIONCOMPANY, IS NOT REQUIRED TO BE REGISTERED UNDER THE ACT."

Investment Representation. The Investor Seller is purchasing Preferred Shares and Warrants pursuant acquiring the Warrant to this Agreement for its own account acquire shares of NYBE Common Stock to be issued as part of the Purchase Price for investment only and not with a the intent or view towards their to the further distribution thereof. Seller is sufficiently experienced and sophisticated in investment matters, or resalehas consulted with and is relying on an advisor that is so experienced and sophisticated, so as to be able to evaluate and understand this Agreement and the risks associated with an investment in the Warrant and NYBE Common Stock. The Investor represents Seller understands that it is may be required to continue to own the Warrant and the underlying shares of NYBE Common Stock being acquired pursuant to the terms of this Agreement and the Warrant for an "accredited" investor within indefinite period of time and has sufficient other assets and income so as to be able to do so. Seller further understands and agrees that it may sell the meaning Warrant and/or the underlying shares only pursuant to an effective registration statement, the provisions of Rule 501 promulgated under 144 of the Securities and Exchange Commission as the same may then be in effect, or any other then applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge . Seller acknowledges and experience in financial and business matters understands that enable it to evaluate neither the merits and risks Warrant nor the underlying shares of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been NYBE Common Stock will be registered under the Securities Act and may and, therefore, cannot be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated resold unless they are registered under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other or unless an exemption from registration under the Securities Act prior is available. Seller acknowledges that NYBE is relying on the representations and warranties contained in this ARTICLE V in issuing the Warrant as part of the Purchase Price and Seller agrees to resale. FCG has informed the Investor that certificates representing the Preferred Shares indemnify NYBE and Warrants issued pursuant to its affiliates from any loss, liability, damage, or expense sustained by any of them by reason of any breach of Seller's representations and warranties contained in this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATION."ARTICLE V.

Investment Representation. The Investor Seller is purchasing Preferred acquiring the shares of AMSC Common Stock to be received by Seller upon consummation of the sale of Seller's Shares and Warrants pursuant to this Agreement Purchaser for its own account for investment only and not with a view towards their to making a distribution or resale. The Investor represents that it is an "accredited" investor thereof within the meaning of Rule 501 promulgated the Securities Act of 1933, as amended. Seller agrees that it will not sell or transfer such shares of AMSC Common Stock, except in accordance with the terms of the legend set forth below, unless such shares are subsequently registered or an exemption from registration is available. Seller is aware that the shares of AMSC Common Stock it is receiving have not been registered under the Securities Act of 1933, as amended (the "Securities Act")amended, has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questionsor any state or other jurisdiction's securities laws, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been shares of AMSC Common Stock must be held indefinitely unless subsequently registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefromfrom such registration is available. FCG has also informed Seller is aware that it will not be readily able to liquidate its shares of AMSC Common Stock. Seller understands and agrees that the Investor shares of AMSC Common Stock to be received by Seller will bear legends substantially to the effect set forth below and that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can a stop transfer order may be made only in accordance placed with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resalerespect thereto. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 OR THE SECURITIES LAWS OF ANY STATE, AS AMENDED. SUCH SECURITIES AND MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED SOLD OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE TRANSFERRED UNLESS REGISTRATION STATEMENT WITH RESPECT THERETO STATEMENTS UNDER SUCH ACT LAWS ARE THEN IN EFFECT OR UNLESS AN EXEMPTION FROM THE REGISTRATION FOR REQUIREMENTS THEREOF IS THEN APPLICABLE TO SUCH OFFER OR SALE. The shares of Common Stock represented by this certificate may not be sold, OFFERtransferred, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONSassigned, OPINIONS AND OTHER DOCUMENTATIONpledged, IF ANYhypothecated or otherwise disposed of except in accordance with the terms of the Registration Rights Agreement dated as of , AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATION1998, a copy of which is on file at the office of the Corporation."

Investment Representation. The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has Selling Stockholder possesses such knowledge and experience in financial and business matters that enable it to evaluate the Selling Stockholder is capable of evaluating the merits and risks of investment in the Preferred Shares portion of the Merger Consideration consisting of shares of iTurf Common Stock and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timecontingent rights. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions Selling Stockholder is fully aware of the Preferred Shares and the Warrantsrestrictions on resale of such shares pursuant to applicable securities laws prior to registration thereof. The Investor has received all Selling Stockholder is acquiring the shares of iTurf Common Stock for investment purposes and not with a view to or in connection with a distribution within the meaning of the information regarding HoldcoSecurities Act, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such except pursuant to an effective registration statement or an exemption therefrom. FCG has also informed The Selling Stockholder understands and acknowledges that the Investor that any routine sale shares of Preferred Shares iTurf Common Stock included in the Merger Consideration and Warrants made in reliance upon Rule 144 promulgated contingent rights will not be registered for issuance to the Selling Stockholder under the Securities Act can in reliance upon an exemption from the registration requirements thereof, and that such shares will not be made only registered or qualified under the securities or Blue Sky laws of any other jurisdiction for issuance to the Selling Stockholder. The Selling Stockholder understands and acknowledges that the availability of such exemption is based, in accordance with part, upon the Selling Stockholder's representations in this Section. The Selling Stockholder has also been afforded an opportunity to ask questions of iTurf and its senior management regarding iTurf and the terms of the transactions contemplated by this First Amendment and conditions have been given all information as has been requested by the Selling Stockholder in order to evaluate fully the merits and risks of such Rule and, further, that in case such Rule is not applicable to any sale the Merger Consideration. The Selling Stockholder has received a copy of Preferred Shares and Warrants, each of the SEC Reports (as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONdefined below)."

Investment Representation. The Investor is purchasing Preferred Licensors and the LLC, in the event the Acquisition Shares are issued and/or transferred to the LLC, represent and Warrants pursuant confirm to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents the Licensee that it is an "accredited" investor they (1) are accredited Investors within the meaning of Rule 501 promulgated 501(a) under the Securities Act of 1933, as amended (the "Securities Act")) or, has if not accredited investors, have alone or together with a purchaser representative within the meaning of Rule 501(h) under the Securities Act, such knowledge and experience in financial and business matters that enable it as to evaluate be capable of evaluating the merits and risks of an investment in the Preferred securities of the Licensee of the type contemplated by this Agreement; (2) are aware of the limits on resale of the Acquisition Shares imposed by virtue of the nature of the transaction; and Warrants(3) will receive and accept at the Closing the Acquisition shares for investment, and without any view to the sale, resale of other distribution thereof, in any manner that is able in violation of the Securities Act, except, Licensors shall in their discretion, may assign and transfer the Acquisition Shares to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timeLLC. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that DRAFT certificates representing the Preferred Shares Acquisition Shares, when delivered to the stock records of the Licensors at the Closing, may have appropriate orders restricting transfer placed against them on the Licensee and/or at the transfer agent for such securities and Warrants issued pursuant to this Agreement bear may have placed upon them a legend in substantially the following legendform: "THESE SECURITIES THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF ENCUMBERED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT THE SECURITIES ACT. PURSUANT TO A NO-ACTION LETTER FROM THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE OPINION OF COUNSEL SATISFACTORY TO THE CORPORATIONCOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."" The Licensors agree not to attempt any transfer of any of the Acquisition Shares without first complying with the substance of said legend.

Investment Representation. The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and Neither the Warrants for an indefinite period nor the Warrant Shares issuable upon the exercise of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act or any state securities laws. The Holder acknowledges by signing this certificate that, as of the date of this Warrant and at the time of exercise that: (a) the Holder has acquired the Warrant or the Warrant Shares, as the case may be, for the Holder's own account; (b) the Holder has acquired the Warrants or the Warrant Shares, as the case may be, for investment and not with a view to distribution; and (c) either the Holder has a pre-existing personal or business relationship with the Company or its executive officers, or by reason of the Holder's business or financial experience the Holder has the capacity to protect the Holder's own interests in connection with the transaction. The Holder agrees, by acceptance of this certificate, that any Warrant Shares purchased upon exercise of the Warrants may have to be sold, transferred held indefinitely or otherwise assigned absent such registration or until an exemption therefromfrom registration is available, as evidenced by an opinion of counsel reasonably satisfactory to the Company. FCG has also informed The Holder, by acceptance of this certificate, consents to the Investor placement of a restrictive legend (the "Legend")on the certificates representing any Warrant Shares that any routine sale are purchased upon exercise of Preferred Shares and the Warrants made in reliance upon during the applicable restricted period under Rule 144 promulgated or any other applicable restricted period under the Securities Act can Act. The Legend shall be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear substantially the following legendform: "THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. , SUCH SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD SOLD, TRANSFERRED, PLEDGED OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANYSHARES UNDER THE SECURITIES ACT OF 1933, AS ARE REASONABLY REQUESTED AND ACCEPTABLE AMENDED, UNLESS IN THE WRITTEN LEGAL OPINION (APPROVED BY THE COMPANY) OF COUNSEL SATISFACTORY TO THE CORPORATIONCOMPANY, SUCH REGISTRATION IS NOT REQUIRED."

Investment Representation. The Investor is purchasing Preferred Purchaser and Vertica, through the Purchaser, have the knowledge and experience in business and financial matters to meaningfully evaluate the merits and risks of the purchase and acquisition of the Shares of Perfection Common Stock in exchange and Warrants pursuant consideration for the issuance and sale of the Vertica Common Shares as contemplated hereby. Further, the Purchaser has the knowledge and experience in business and financial matters to this Agreement meaningfully evaluate the merits and risks of the purchase and acquisition of 480,000 restricted shares of Perfection Common Stock owned of record and beneficially by the Guarantors in consideration for its own account for investment only and not with a view towards their distribution or resalethe payment therefor of cash in the total amount of $25,000. The Investor represents Purchaser and Vertica shall conduct an independent review of the business, assets, properties, books and records of the Company for the purpose of satisfying themselves as to the truth, accuracy and completeness of the representations and warranties made by the Company and the Guarantors. The Purchaser understands and acknowledges that it is an "accredited" investor within the meaning of Rule 501 promulgated Perfection Common Stock to be issued, sold, assigned, transferred, conveyed and/or delivered to him in the transactions contemplated hereby will be issued, sold, assigned, transferred, conveyed and/or delivered by the Company and the Guarantors without registration or qualification or other filings being made under the U.S. Securities Act of 1933, as amended (the amended, or any applicable state securities or "Securities Act")Blue Sky" law, has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under specific exemptions therefrom, and in furtherance thereof the Securities Act can Purchaser represents that the shares of Perfection Common Stock will be made only in accordance taken and received by him for his own account for investment, with no present intention of a distribution or disposition thereof to others. The Purchaser further acknowledges and agrees that the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates certificate(s) representing the Preferred Shares shares of Perfection Common Stock issued and Warrants issued pursuant sold to this Agreement him shall be subject to a stop-transfer order and shall bear a restrictive legend, in substantially the following legendform: "THESE THE SECURITIES HAVE NOT BEEN REGISTERED REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES AMENDED (THE "ACT"), ARE "RESTRICTED SECURITIES," AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH THE ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALEIN A TRANSACTION WHICH, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE IN THE OPINION OF COUNSEL SATISFACTORY TO THE CORPORATIONCOMPANY, IS NOT REQUIRED TO BE REGISTERED UNDER THE ACT."

Investment Representation. CSFB is an "accredited investor" as such ------------------------- term is defined in Rule 501 of Regulation D ("Regulation D") promulgated under the Securities Act. The Investor is purchasing Preferred Subject Shares and Warrants pursuant to this Agreement be acquired by CSFB are being acquired solely for its own the account of CSFB for purposes of investment only and not with a view towards their to the sale, transfer or other distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933thereof, as amended (the "Securities Act"), has such knowledge and experience those terms are used in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be soldthe rules and regulations promulgated thereunder; provided, transferred or otherwise assigned absent however, that nothing contained herein shall prevent CSFB and subsequent holders of Subject Shares from transferring such registration or an exemption therefrom. FCG has also informed securities in compliance with the Investor that any routine sale applicable provisions of Preferred Shares and Warrants made in reliance upon the Securities Act (including without limitation Rule 144 promulgated under thereunder or pursuant to registration) and applicable state securities laws. CSFB covenants and agrees that it will not sell, assign, transfer or otherwise dispose of any of the Subject Shares to be acquired by CSFB in violation of the Securities Act can or applicable state securities laws. Each certificate for the Subject Shares shall be made only imprinted with a legend in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear substantially the following legendform: "THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE STOCK PURCHASE AGREEMENT, DATED AS OF FEBRUARY 4, 1999, BETWEEN THE ISSUER ("ATC") AND CREDIT SUISSE FIRST BOSTON CORPORATION, AND ATC RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT THERETO UNDER TO SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR TRANSFER. A COPY OF SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED CONDITIONS SHALL BE FURNISHED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE ATC TO THE CORPORATIONHOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."" THIS LEGEND SHALL EXPIRE AUTOMATICALLY, AND SHALL BE REMOVED, ON FEBRUARY 5, 2001.

Investment Representation. CSFB is an "accredited investor" ------------------------- as such term is defined in Rule 501 of Regulation D ("Regulation D") promulgated under the Securities Act. The Investor is purchasing Preferred Subject Shares and Warrants pursuant to this Agreement be acquired by CSFB are being acquired solely for its own the account of CSFB for purposes of investment only and not with a view towards their to the sale, transfer or other distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933thereof, as amended (the "Securities Act"), has such knowledge and experience those terms are used in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be soldthe rules and regulations promulgated thereunder; provided, transferred or otherwise assigned absent however, that nothing contained herein shall prevent CSFB and subsequent holders of Subject Shares from transferring such registration or an exemption therefrom. FCG has also informed securities in compliance with the Investor that any routine sale applicable provisions of Preferred Shares and Warrants made in reliance upon the Securities Act (including without limitation Rule 144 promulgated under thereunder or pursuant to registration) and applicable state securities laws. CSFB covenants and agrees that it will not sell, assign, transfer or otherwise dispose of any of the Subject Shares to be acquired by CSFB in violation of the Securities Act can or applicable state securities laws. Each certificate for the Subject Shares shall be made only imprinted with a legend in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear substantially the following legendform: "THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE STOCK PURCHASE AGREEMENT, DATED AS OF FEBRUARY 4, 1999, BETWEEN THE ISSUER ("ATC") AND CREDIT SUISSE FIRST BOSTON CORPORATION, AND ATC RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT THERETO UNDER TO SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR TRANSFER. A COPY OF SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED CONDITIONS SHALL BE FURNISHED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE ATC TO THE CORPORATIONHOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."" THIS LEGEND SHALL EXPIRE AUTOMATICALLY, AND SHALL BE REMOVED, ON FEBRUARY 5, 2001.

Investment Representation. The Investor is purchasing In connection with the acquisition of the Common Stock, the Series A Preferred Shares Stock and Warrants pursuant to this Agreement for its own account the Junior Note, Xxxxxx represents and warrants that the Common Stock, the Series A Preferred Stock and the Junior Note are being purchased for investment purposes only and not with a view towards their to distribution or resaleother transfer and will be held for its own individual account. The Investor represents that Further, it is an "accredited" investor within understood that such Common Stock, the meaning of Rule 501 promulgated Series A Preferred Stock and the Junior Note have not been registered under the Federal Securities Act of 1933, as amended (the "Securities 1933 Act"), or under the State Securities Laws, in reliance upon exemption from registration contained in those acts. Xxxxxx acknowledges that ILD's reliance upon such exemptions is based in part on the representations, warranties, and agreements of Xxxxxx contained in this Agreement. Xxxxxx acknowledges and agrees that it may not sell, transfer, assign or otherwise dispose of the Common Stock, the Series A Preferred Stock or the Junior Note unless there is in effect a registration statement under the 1933 Act and all applicable state securities laws covering such transfer or unless such transfer is exempt from the registration requirements of the 1933 Act and all applicable State Securities Laws. Xxxxxx further represents and warrants to ILD that ILD has made available to Xxxxxx, prior to the date hereof, the opportunity to ask questions of and to receive answers from representatives of ILD and Intellicall and to obtain any additional information to the extent ILD or Intellicall possesses such information or could acquire it without unreasonable effort or expense: (i) relative to ILD and an investment in the Common Stock, the Series A Preferred Stock and the Junior Note; and (ii) necessary to verify the accuracy of any information, documents, books or records furnished. All such materials and information requested by Xxxxxx, including any information requested to verify any information furnished, has been made available and examined. Xxxxxx further represents and warrants to ILD that Xxxxxx, together with such other persons, if any, with whom Xxxxxx has found it necessary to consult, has sufficient knowledge and experience in business and financial and business matters that enable it to evaluate ILD, and the merits and risks risk of an investment in the Common Stock, the Series A Preferred Shares Stock and Warrantsthe Junior Note, without need for the additional information which would be required to be included in a registration statement effective under the 1933 Act or any other applicable State Securities Laws. Xxxxxx further represents and warrants to ILD that Xxxxxx' investment in the Common Stock, the Series A Preferred Stock and the Junior Note shall be in accord with the nature and size of Xxxxxx' investments and net worth, and Xxxxxx is and shall be financially able to bear the economic risk of a loss of its entire investment therein and is prepared investment, including the ability to hold afford holding the Series A Preferred Shares Stock and the Warrants Junior Note for an indefinite period or to afford a complete loss of timeXxxxxx' investment therein. The Investor Xxxxxx has received sufficient liquid assets to pay the opportunity to ask questions, and has obtained fully purchase price of the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ Series A Preferred Stock and the terms Junior Note. It is further agreed and conditions understood by Xxxxxx that stop-transfer instructions will be noted on the appropriate records of ILD and that a restrictive legend shall be affixed to each Common Stock, the Series A Preferred Shares Stock and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only Junior Note purchased in accordance with the terms and conditions of such Rule andthis Agreement, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, reading as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legendfollows: "THESE SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS IN RELIANCE OF EXEMPTION(S) THEREFROM AND THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER UNLESS SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT SALE IS MADE IN COMPLIANCE WITH ALL FEDERAL AND APPLICABLE STATE SECURITIES LAWS. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE HELD SUBJECT TO, AND THEIR TRANSFER IS RESTRICTED UNDER, THE TERMS OF A SHAREHOLDERS' AGREEMENT DATED AS SUPPORTED OF MAY , 1996 BY SUCH CERTIFICATIONSAND AMONG THE CORPORATION AND CERTAIN OF ITS SHAREHOLDERS, OPINIONS A COPY OF WHICH IS ON FILE AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE CORPORATION."

Investment Representation. The Investor Transferor is purchasing Preferred Shares acquiring and Warrants pursuant to this Agreement shall hold the Stock Consideration issued by the Transferee hereunder for its own account for investment only and not with a view towards their distribution or resaleinvestment. The Investor represents Transferor acknowledges that it is an "accredited" investor within the meaning shares representing the Stock Consideration are restricted securities under Rule 144 of Rule 501 the Rules and Regulations promulgated under the Securities Act of 1933, as amended amended, and that the shares representing the Stock Consideration shall bear the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO; UNLESS PURSUANT TO THE RULES PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED; OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.” The Transferor has had the opportunity to request from the Transferee any information concerning the Transferee which the Transferor has deemed relevant and the Transferee has provided such information. Transferor understands that the Stock Consideration are not registered under the Securities Act on the grounds that the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) or regulations promulgated thereunder, and that Transferee's reliance on such exemption is predicated on Transferor's representations set forth herein. Transferor represents that it is an "accredited investor" as such term is defined in Rule 501 (a) promulgated under the "Securities Act")Act and is experienced in evaluating and investing in companies such as Transferee, is familiar with the risks associated with the business and operations of Transferee, has such knowledge and experience in financial and business matters that enable it as to evaluate be capable of evaluating the merits and risks of investment in its investment, and has the Preferred Shares and Warrants, is able ability to bear the economic risk of a loss risks of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timeinvestment. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor Transferor understands that the Preferred Shares and the Warrants have Stock Consideration may not been registered be sold, transferred, or otherwise disposed of without registration under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration applicable state securities laws or an exemption therefrom, and that, in the absence of an effective registration statement covering the Stock Consideration or an available exemption from registration under the Securities Act and applicable state securities laws, the Stock Consideration must be held indefinitely. FCG has also informed Transferor agrees that in no event will it make a transfer or disposition of any of the Investor Stock Consideration or such other securities, which have a legend substantially in the form set forth above, unless and until (i) Transferor shall have notified Transferee of the proposed disposition and (ii) if requested by Transferee, Transferor shall have furnished to Transferee, at the expense of Transferor or its transferee, an opinion of counsel reasonably satisfactory to Transferee to the effect that any routine sale of Preferred Shares such transfer may be made without registration under the Securities Act and Warrants applicable state securities laws, except that no such opinion need be delivered in connection with a transfer or disposition made in reliance upon pursuant to Rule 144 or Rule 145 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONAct."

Investment Representation. The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it Such Contributor is an ------------------------- "accreditedaccredited investor" investor within the meaning of Rule 501 promulgated as such term is defined in Regulation D under the Securities Act of 1933, as amended (the "Securities Act")) and such Contributor is acquiring the Shares for such Contributor's own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof. Such Contributor represents that (i) such Contributor's financial condition is such that such Contributor can afford to bear the economic risk of holding the Shares for an indefinite period of time and has adequate means for providing for such Contributor's current needs and personal contingencies, (ii) such Contributor can afford to suffer a complete loss of his, her or its investment in the Shares, if any, (iii) such Contributor understands and has taken cognizance of all risk factors relating to the purchase of the Shares, (iv) such Contributor's knowledge and experience in financial and business matters are such that enable he, she or it to evaluate is capable of evaluating the merits and risks of investment in the Preferred Shares and Warrantshis, is able to bear the economic risk of a loss of her or its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions purchase of the Preferred Shares and the WarrantsShares. The Investor has received all Such Contributor further represents that such Contributor understands that (i) none of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof, (ii) the Shares must be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated held indefinitely unless a subsequent disposition thereof is registered under the Securities Act can be made only in accordance with or is exempt from such registration, (iii) the terms Shares will bear a legend to such effect and conditions of (iv) the Company will make a notation on its transfer books to such effect. Such Contributor further understands that the exemption from registration afforded by Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption 144 under the Securities Act prior depends on the satisfaction of various conditions and that, if applicable, Rule 144 affords the basis of sales of the Shares in limited amounts under certain conditions. Such Contributor (i) acknowledges that such opportunity to resale. FCG request information from the Company and to review such information and has informed received all information which such Contributor deems relevant in making a decision to acquire the Investor that certificates representing Shares being acquired by such Contributor hereunder and (ii) will comply with the Preferred restrictions on transferability of the Shares and Warrants issued pursuant to this Agreement bear contained in the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONAncillary Agreements."

Investment Representation. The Investor is purchasing Preferred Shares All shares of Parent Common Stock issued in accordance with the terms hereof shall, when issued, be restricted shares and Warrants pursuant to this Agreement for its own account for investment only and may not with a view towards their distribution be sold, transferred or resale. The Investor represents that it is an "accredited" investor within otherwise disposed of by the meaning of Rule 501 promulgated holders thereof without registration under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for ) or an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered available exemption from registration under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefromAct. FCG has also informed The certificates representing the Investor that any routine sale shares of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only Parent Common Stock issued in accordance with the terms hereof will contain the appropriate restrictive legends, and conditions the Parent shall issue appropriate stop-transfer instructions to the Exchange Agent with respect to such shares of such Rule and, further, that in case such Rule is not applicable to any sale Parent Common Stock (including Parent Common Stock issuable upon conversion of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under Parent Common Stock). The restrictive legend on the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legendshares will be in a form substantially as follows: "THESE SECURITIES “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SECURITIES SALE OR DISTRIBUTION MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT RELATED THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE CORPORATIONCOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.” Except for the representation made in Section 1.12(c)(i) regarding "accredited investor” status, as to which up to 35 holders may be permitted to not make such representation, each holder of record (as of the Effective Time) of Certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, shall provide an investment representation letter containing, among other things, the following:

Investment Representation. The Investor Purchaser represents that it is purchasing Preferred acquiring the Shares and Warrants pursuant to this Agreement for its own account for investment only and not with a view towards their the distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of, or offer to dispose of, the related answersShares, regarding unless the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act of 1933 (the "1933 Act") and may not be sold, transferred applicable state securities laws or otherwise assigned absent such registration or an exemption therefromis not required in the opinion of counsel for Purchaser. FCG has also informed the Investor that any Any routine sale of Preferred the Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities 1933 Act can be made only in accordance with the terms and conditions of such said Rule and, and further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicablethe Shares, resale thereof may require compliance with some other exemption under the Securities 1933 Act prior to resale. FCG has informed the Investor Purchaser understands that certificates representing for the Preferred Shares and Warrants issued purchased pursuant to this Agreement shall bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT AS SUPPORTED BY IS AVAILABLE UNDER SUCH CERTIFICATIONSACT." Purchaser represents that (i) it is purchasing the Shares after having made adequate investigation of the business, OPINIONS AND OTHER DOCUMENTATIONfinances and prospects of the Companies, IF ANY(ii) it has been furnished any information and materials relating to the business, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONfinances and operation of the Companies and any information and materials relating to the sale of the Shares which it has requested and (iii) it has been given an opportunity to make any further inquiries desired of the management and any other personnel of the Companies and has received satisfactory responses to such inquiries."