Common use of Investment Representations Clause in Contracts

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents Seller and warrants, with respect each Member understand that the Stock Consideration acquired by Seller or such Member hereunder have not been registered under the Securities Act. Seller and each Member also understand that the Stock Consideration acquired by Seller or such Member hereunder are being offered and sold pursuant to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment exemption from registration contained in the Shares involves certain significant risksSecurities Act based in part upon Seller and each such Member’s representations contained in this Agreement. Such Buyer Seller and each Member has no need for liquidity experience in evaluating and investing in private placement transactions of securities in companies similar to Parent so that it is capable of evaluating the merits and risks of its investment in Parent and has the Shares capacity to protect its own interests. Seller and each Member acquiring Stock Consideration is acquiring such Stock Consideration hereunder for Seller or such Member’s own account and for the foreseeable future account of the direct and is able to bear the risk indirect equityholders of that Seller or such Member for investment for an indefinite period. Such Buyer acknowledges only, and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold a view towards their distribution, except in compliance with applicable securities Law. Seller and each Member represents that by reason of its, or of its management’s, business or financial experience, Seller and each such Member has the capacity to protect its own interests in connection with the transactions contemplated hereby. Seller and each Member represents that it is an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in accredited investor within the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), meaning of Regulation D under the Securities Act Act. Seller and each Member has had an opportunity to discuss Parent’s business, management and financial affairs with directors, officers and management of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands Parent and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given had the opportunity to (i) review Parent’s operations and facilities. Seller and each Member has also had the opportunity to review Parent’s SEC Filings and to ask questions of and receive answers from the Seller Parent and the Company concerning its management regarding the terms and conditions of the Shares, this investment. Seller and the business each Member acknowledges and financial condition of the Company and (ii) obtain any additional information agrees that the Stock Consideration acquired by Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an Member hereunder are “accredited investorrestricted securities” as defined in Regulation D Rule 144 promulgated by under the Securities Act as in effect from time to time and Exchange Commission must be held unless they are subsequently registered under the ActSecurities Act or an exemption from such registration is available. In the event such Buyer does not join the Board of Directors Seller and each Member has been advised or is aware of the Company upon provisions of Rule 144, which permits limited resale of shares purchased in a private placement subject to the consummation satisfaction of certain conditions, including, among other things: the availability of certain current public information about Parent, the resale occurring following the required holding period under Rule 144 and the number of Equity Securities being sold during any three-month period not exceeding specified limitations. Seller and each Member understands that, under applicable securities Laws, all stock issued as part of the Public Offering (whether and either at Stock Consideration to an affiliate, including an officer, director, or owner of 10% or greater of Parent shall be restricted so that the election number of Equity Securities an affiliate may sell during any three-month period cannot exceed the great of 1% of the Company outstanding shares of the same class being sold, or the greater of 1% or the average reported weekly trading volume during the four weeks preceding the filing of a notice of sale on Form 144, or if no such Buyer for any reason)notice is required, then the Buyer shall promptly return date of receipt of the Shares order to execute the Companytransaction.

Investment Representations. Each The Buyer represents and warrants, with respect to himself or herself only, warrants as set forth herein. Such follows: the Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such The Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such The Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such the Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”)amended, under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such The Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such the foregoing transfer restrictions. The Shares are being acquired solely for such the Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such the Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such The Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such the Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such The Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such The Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such the Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such the Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents The Securities subscribed to pursuant to this Subscription Agreement will be purchased for Subscriber’s own account and warrantswill be held for investment and not with the view to, with respect or for resale in connection with, any distribution thereof. By such representation Subscriber means that Subscriber intends to himself hold the Securities for investment without the intent of participating directly or herself onlyindirectly in a distribution thereof, as set forth hereinand that Subscriber does not intend to dispose of all or any part of the Securities unless Subscriber determines that some change in Subscriber’s personal circumstances, by reason of some intervening event not now in contemplation, has occurred which makes such disposition necessary. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees Subscriber understands that the Shares will Securities have not be transferable under any circumstances unless been registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating . Subscriber also understands that the Securities are being offered and sold pursuant to a contemplated underwritten public offering by an exemption from registration contained in the Company (the “Public Offering”))Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement. Such Buyer further understands and Subscriber agrees that Buyer Subscriber will not in any way transfer or dispose of any of the Securities unless either the Securities are covered by an effective registration statement under the Securities Act or the transfer or disposition is exempt from the registration requirements of the Securities Act. Subscriber further agrees that Subscriber will not in any way transfer or dispose of any of the Securities in violation of any other applicable securities laws and regulations, or in violation of any other applicable law. Subscriber hereby agrees that the Securities shall be required to execute and deliver (a) a letter agreement including, among other provisions, transferable only on the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in books of the Registration StatementCompany, and that any certificates evidencing no transfer shall be made on the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition books of the Company and (ii) obtain any additional information that no attempted transfer shall be effective unless and until the Seller possesses or can acquire without unreasonable effort or expense that request for transfer is necessary to assist such Buyer in evaluating the advisability accompanied by an opinion of counsel of the purchase Company, or an opinion of the Shares and an investment in the Company. Such Buyer counsel for Subscriber which is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares acceptable to the Company, in their reasonable discretion, to the effect that neither the sale nor the proposed transfer results in a violation of the Securities Act, any other applicable securities laws and regulations, or any other applicable law of which said counsel is aware. Subscriber hereby acknowledges that the Company is under no obligation to assist Subscriber financially or otherwise in registering the Securities under the Securities Act or any other applicable securities laws and regulations, or in obtaining said opinion of counsel, and Subscriber agrees to bear the entire cost of obtaining any such opinion. Subscriber agrees that a legend in substantially the following form may be placed on any certificate or certificates delivered to Subscriber or any substitutes therefor: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL AND STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL AND STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT IN A TRANSACTION WHICH IS REGISTERED UNDER, EXEMPT FROM, OR OTHERWISE IN COMPLIANCE WITH THE FEDERAL AND STATE SECURITIES LAWS, AS TO WHICH THE ISSUER HAS RECEIVED SUCH ASSURANCES AS THE ISSUER MAY REQUEST, WHICH MAY INCLUDE, A SATISFACTORY OPINION OF ITS COUNSEL.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws and (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available; (d) is aware that an investment in the Purchaser is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that the Purchaser is under no obligation hereunder to register the Exchange Shares under the Securities Act. No Seller has any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), each Seller is capable of evaluating the risks and merits of an investment in the Purchaser and of protecting its interests in connection with this investment. Each Seller has carefully read and understands all materials provided by or on behalf of the Purchaser or its Representatives to such Seller or such Seller’s Representatives pertaining to an investment in the Purchaser and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Each Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Each Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by the Securities Purchaser or its Representatives. Each Seller acknowledges and Exchange Commission under the Act. In agrees that such Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in the consummation Purchaser or (ii) the profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Each Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Initial Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Initial Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Initial Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer Xxxxx will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Initial Shares bear a legend referring to such transfer restrictions. The Initial Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Initial Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses possess or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Initial Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer Xxxxx does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Initial Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and (iii) are subject to additional restrictions on transfer pursuant to the Lock-Up Agreement; (d) is aware that an investment in the Purchaser is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that the Purchaser is under no obligation hereunder to register the Exchange Shares under the Securities Act. No Seller has any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), each Seller is capable of evaluating the risks and merits of an investment in the Purchaser and of protecting its interests in connection with this investment. Each Seller has carefully read and understands all materials provided by or on behalf of the Purchaser or its Representatives to such Seller or such Seller’s Representatives pertaining to an investment in the Purchaser and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Each Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Each Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by the Securities Purchaser or its Representatives. Each Seller acknowledges and Exchange Commission under the Act. In agrees that such Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in the consummation Purchaser or (ii) the profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Each Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. follows: Such Buyer hereby acknowledges that an investment in the Shares Securities involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares Securities for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares Securities will not be transferable under any circumstances unless registered by the Company Buyer either registers the Securities in accordance with federal and state securities laws or sold in compliance finds and complies with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”))Buyer. Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares Securities bear a legend referring to such the foregoing transfer restrictions. The Shares Securities are being acquired solely for such Buyer’s 's own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the SharesSecurities, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares Securities and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “"accredited investor” " as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board Securities Act of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company1933.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and (iii) are subject to additional restrictions on transfer pursuant to the Lock-Up Agreement; (d) is aware that an investment in the Parent is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that the Parent is under no obligation hereunder to register the Exchange Shares under the Securities Act. No Seller has any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), each Seller is capable of evaluating the risks and merits of an investment in the Parent and of protecting its interests in connection with this investment. Each Seller has carefully read and understands all materials provided by or on behalf of the Parent or its Representatives to such Seller or such Seller’s Representatives pertaining to an investment in the Parent, including without limitation the SEC Reports and SEC Financial Statements and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Each Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Each Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by the Securities Purchaser, the Parent or their Representatives. Each Seller acknowledges and Exchange Commission under the Act. In agrees that Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in the consummation Parent or (ii) the profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement, the SEC Reports and the SEC Financial Statements in their entirety and has had such documents and filings and financial statements fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such follows: such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), Statement relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such the foregoing transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees Participant understands (1) that the Shares will interests evidenced by this Agreement have not be transferable under any circumstances unless been registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended the Colorado Securities Act or any other state securities laws (the “Act”)"Securities Acts") because PetroShare is issuing these interests in reliance upon the exemptions from the registrations requirements of the Securities Acts providing for issuance of Securities not involving a public offering, relating (2) that PetroShare has relied upon the fact that the interests are to a contemplated underwritten public offering be held by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictionseach for investment, and (b3) that exemption from registrations under the Securities Acts would not be available if the interests were acquired by Participant with a stock escrow agreement with respect view to such sharesdistribution. Accordingly, in each case as described in Participant hereby confirms to PetroShare that it is acquiring the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely interests for such Buyer’s its own account, for investment purposes only, and are not being purchased with a view to the resale or distribution thereof. Participant agrees not to transfer, sell or offer for the resale, distribution, subdivision sale any or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions portion of the Sharesinterests unless there is an effective registration or other qualification relating thereto under the Securities Act of 1933 and under any applicable state securities laws or unless the holder of interests delivers to the PetroShare an opinion of counsel, satisfactory to the PetroShare, that such registration or other qualification under such Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Participant understands that the business and financial condition PetroShare is under no obligation to register the interests or to assist them in complying with any exemption from registration under the Acts if either should at a later date, wish to dispose of the Company and (ii) obtain any additional information interest. Furthermore, Participant realizes that the Seller possesses or can acquire without unreasonable effort or expense that is necessary interests are unlikely to assist such Buyer in evaluating the advisability qualify for disposition under Rule 144 of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under unless they are not an "affiliate" of PetroShare and the Actinterest has been beneficially owned and fully pa id for by either for at least three years. In Prior to acquiring the event such Buyer does not join the Board of Directors interests, Participant has made an investigation of the Company upon PetroShare and its business and has had made available to it all information with respect thereto which it needed to make an informed decision to acquire the consummation interest. Participant considers itself to be an entity possessing experience and sophistication as an investor which are adequate for the evaluation of the Public Offering (whether merits and either at risks of its investment in the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyinterest.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and (iii) are subject to additional restrictions on transfer pursuant to the Lock-Up Agreement; (d) is aware that an investment in the Purchaser is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that the Purchaser is under no obligation hereunder to register the Exchange Shares under the Securities Act. No Seller has any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), each Seller is capable of evaluating the risks and merits of an investment in the Purchaser and of protecting its interests in connection with this investment. Each Seller has carefully read and understands all materials provided by or on behalf of the Purchaser or its Representatives to such Seller or such Seller’s Representatives pertaining to an investment in the Purchaser and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Each Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Each Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by the Securities Purchaser or its Representatives. Each Seller acknowledges and Exchange Commission under the Act. In agrees that Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in the consummation Purchaser or (ii) the profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses possess or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Initial Shares to the CompanyCompany and should not have rights to the transfer or issue of the New Shares as described under Section 2(b) herein.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees The Holder acknowledge that the Warrants and the Warrant Shares have not been and, except as otherwise provided herein, will not be transferable registered under any circumstances unless registered by the Company in accordance with federal and Act or qualified under applicable state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in that the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering transferability thereof is restricted by the Company (registration provisions of the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to Act as well as such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictionsstate laws. The Holder represents that it is acquiring this Warrant and will acquire the Warrant Shares are being acquired solely for such Buyer’s its own account, for investment purposes only, only and are not being purchased with a view to resale or other distribution thereof, nor with the intention of selling, transferring or 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 resaleAct, distributionthe Exchange Act, subdivision or fractionalization thereof; the Rules and such Buyer has no present plans to enter into Regulations promulgated by the Commission thereunder, and any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalizationapplicable state securities laws. Such Buyer has been given the opportunity to The Holder further understands and agrees that (i) ask questions neither the Warrants nor the Warrant Shares may be sold or otherwise transferred unless they are subsequently registered under the Act and qualified under any applicable state securities laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and receive answers from qualification is available; (ii) any routine sales of the Seller and Company’s securities made in reliance upon Rule 144 promulgated by the Company concerning Commission under the Act, can be effected only pursuant to the terms and conditions of that Rule, including applicable holding periods and timely filing requirements with the SharesCommission for the Company; and (iii) except as otherwise set forth herein, and the business and financial condition of the Company and (ii) obtain any additional information that is under no obligation to register the Seller possesses Warrants or can acquire without unreasonable effort the Warrant Shares on its behalf or expense that is necessary to assist such Buyer it in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on complying with any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission exemption from registration under the Act. In The Holder agrees that each certificate representing any Warrant Shares for which the event such Buyer does Warrants may be exercised will bear on its face a legend in substantially the following form: These securities have not join been registered under the Board Securities Act of Directors 1933 or qualified under any state securities laws. They may not be sold, hypothecated or otherwise transferred in the absence of an effective registration statement under that Act or qualification under applicable state securities laws without an opinion counsel reasonably acceptable to the Company upon the consummation of the Public Offering (whether that such registration and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyqualification are not required.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such follows: such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), Statement relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such the foregoing transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer Seller hereby represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission SEC under the Securities Act and (b) Seller is sophisticated, is able to fend for itself, can bear the economic risk of its investment in the Consideration Shares and has the capacity to protect its own interests in connection with the purchase of the Consideration Shares by virtue of the business or financial expertise of itself or of professional advisors to such Seller who are unaffiliated with and who are not compensated by Purchaser or any of its Affiliates, directly or indirectly. Seller is acquiring the Consideration Shares for Seller’s own account for investment only, and not with a view to, or for sale in connection with, any distribution of the Consideration Shares in violation of the Securities Act, or any rule or regulation under the Securities Act. In Xxxxxx is aware of MSTL’s business affairs and financial condition and has acquired sufficient information about to permit Seller to evaluate the event such Buyer does merits and risks of Seller’s investment in MSTL and to reach an informed and knowledgeable decision to acquire the Consideration Shares. Seller understands and agrees (x) the Consideration Shares have not join been registered under the Board of Directors of Securities Act or under any state securities Laws and Seller understands the Company Consideration Shares constitute “restricted securities” under the Securities Act, (y) subject to limited exceptions, the Consideration Shares may be not resold without registration under the Securities Act, or unless an exemption from registration is available, and (z) the Consideration Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the consummation representations and warranties of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the CompanySeller contained herein.

Investment Representations. Each Buyer represents Holder severally (and warrantsnot jointly) hereby represents, acknowledges, covenants and agrees as follows: (i) the Shares are being acquired for such Holder's own account for investment purposes only and not with respect a view to himself any public resale, public distribution or herself onlypublic offering thereof within the meaning of the Securities Act or any state securities or "BLUE SKY" law; (ii) to the knowledge of such Holder, as set forth herein. Such Buyer hereby acknowledges the Shares have not been registered under the Securities Act or any state securities or "BLUE SKY" law; (iii) such Holder either is an "ACCREDITED INVESTOR" within the meaning of Rule 501 of Regulation D under the Securities Act, or alone or together with such Holder's purchaser representative, has such knowledge and experience in financial and business matters that an such Holder is capable of evaluating the relative merits and risks of the prospective investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk economic consequences thereof; (iv) such Holder will not offer for sale, sell or otherwise transfer any of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under (or any circumstances unless registered by the Company in accordance with federal and state securities laws interest therein) except pursuant to a registration statement as contemplated hereby or sold in compliance with pursuant to an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in from the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under requirements of the Securities Act and any applicable state securities or "BLUE SKY" laws and, in the case of 1933an offer to sell, as amended (the “Act”)sale or other transfer pursuant to such an exemption, relating to a contemplated underwritten public offering by the Company has received (or waived the “Public Offering”)). Such Buyer further understands requirement therefor) a written opinion of U.S. counsel in form and agrees substance satisfactory to it to the effect that Buyer such disposition is exempt from such registration requirements, provided that such Holder, prior to effecting any transfer of Shares pursuant to such an exemption, will be required cause the intended transferee of the Shares to agree to take and hold such Shares subject to the terms and conditions of this Agreement (and, in that regard, to execute and deliver (a) a letter agreement including, among other provisions, to the foregoing transfer restrictionsCompany such agreements and instruments as the Company reasonably may request to evidence the same), and further acknowledges that the certificates evidencing such Shares are required to have endorsed thereon a legend to the effect set forth in Section 3 hereof; (bv) a stock escrow agreement with respect in making such Holder's decision to such shares, in each case as described invest in the Registration StatementRegistrable Securities, such Holder has relied upon independent investigations made by such Holder and, to the extent believed by him or it to be appropriate, has relied on investigations made by such Holder's representatives, including such Holder's own legal, accounting, investment, financial, tax and that any certificates evidencing other professional advisors; (vi) such Holder has been furnished and has been afforded an opportunity to review the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, Company's 1999 and are not being purchased with a view to or for 1998 audited financial statements (the resale, distribution, subdivision or fractionalization thereof"FINANCIAL STATEMENTS"); and (vii) such Buyer has no present plans to enter into any contractHolder and such Holder's purchaser representatives, undertakingas applicable, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has have been given the opportunity to (i) examine all documents, including the Financial Statements, and to ask questions of of, and to receive answers from the Seller and from, the Company and its representatives concerning the terms and conditions of the Shares, Formation and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an Holder's investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the CompanyShares.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the The Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Stockholder: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by under the Securities Act; (b) has been advised and Exchange Commission understands that the Merger Consideration Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Merger Consideration Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and (iii) are subject to additional restrictions on transfer pursuant to the Lock-Up Agreement; (c) is aware that an investment in Purchaser is a speculative investment and is subject to the risk of complete loss; and (d) acknowledges that except as set forth in the Registration Rights Agreement, the Purchaser is under no obligation hereunder to register the Merger Consideration Shares under the Securities Act. In the event such Buyer The Company Stockholder does not join have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Board Merger Consideration Shares. By reason of Directors The Company Stockholder’s business or financial experience, or by reason of the business or financial experience of the Company upon Stockholder’s “purchaser representatives” (as that term is defined in Rule 501(h) under the consummation Securities Act), the Company Stockholder is capable of evaluating the risks and merits of an investment in the Purchaser and of protecting its interests in connection with this investment. The Company Stockholder has carefully read and understands all materials provided by or on behalf of the Public Offering (whether Purchaser, or its Representatives to the Company Stockholder or the Company Stockholder’s Representatives pertaining to an investment in the Purchaser and either at has consulted, as the election Company Stockholder has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for the Company Stockholder. The Company Stockholder acknowledges that the Merger Consideration Shares are subject to dilution for events not under the control of the Company Stockholder. The Company Stockholder has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for the Company Stockholder and its particular circumstances, and, except as set forth herein, has not relied upon any representations or such Buyer for any reasonadvice by the Purchaser, Purchaser or their respective Representatives. The Company Stockholder acknowledges and agrees that, except as set forth in Article III (including the related portions of the Purchaser Disclosure Schedules), then no representations or warranties have been made by the Buyer shall promptly return Purchaser, Merger Sub, or any of their respective Representatives, and that the Company Stockholder has not been guaranteed or represented to by any Person, (i) any specific amount or the event of the distribution of any cash, property or other interest in the Purchaser (other than, for the avoidance of doubt, the Merger Consideration the Company Stockholder is entitled to pursuant to this Agreement) or (ii) the profitability or value of the Merger Consideration Shares in any manner whatsoever. The Company Stockholder: (A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and has declined to do so); (B) has had the Companyfull right and opportunity to consult with the Company Stockholder’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence.

Investment Representations. Each Buyer The Subscriber is purchasing the Warrants for its or his own account without a view to any distribution thereof in violation of the Securities Act. The Subscriber represents and warrants, with respect to himself or herself only, that it (he) (i) is an “Accredited Investor” as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and term is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable defined under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), Rule 501 under the Securities Act of 1933, as amended Act; (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (aii) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else the Warrants, the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares” and together with the Warrants, the “Securities”), or any part thereof; (iii) has sufficient knowledge and experience in business matters to evaluate the merits and risks of the investment; (iv) has no need for such resale, distribution, subdivision liquidity of its or fractionalizationhis investment and (v) would be able to bear the economic risk of a complete loss of its or his proposed investment hereunder. Such Buyer has The Subscriber acknowledges that none of the Securities have been given the opportunity to (i) ask questions of and receive answers from the Seller and registered by the Company concerning under the terms Securities Act and conditions agrees that the Securities may only be transferred if registered under the Securities Act or pursuant to an exemption from such registration requirements. The Subscriber understands that Rule 144 promulgated under the Securities Act is not presently available with respect to the Securities. The Subscriber acknowledges, agrees and covenants that it (he) will not engage in hedging transactions with regard to the Securities, unless in compliance with the Securities Act. The Subscriber agrees that if any transfer of the SharesWarrants or any interest therein is proposed to be made, and as a condition precedent to such transfer, the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary Subscriber may be required to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as deliver to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board opinion of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares a counsel satisfactory to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby The Investor acknowledges that an investment in the Shares involves certain significant riskshave not been registered under the Securities Act or under any state or foreign securities laws. Such Buyer The Investor (i) acknowledges that it is acquiring the Shares pursuant to an exemption from registration under the Securities Act solely for investment with no present intention to distribute any of the Shares to any person in violation of applicable securities Laws, (ii) will not Dispose of any of the Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities Laws, (iii) has no need for liquidity such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Shares for the foreseeable future and is able to bear the risk of that making an informed investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer decision, (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (aiv) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” (as that term is defined in Regulation D promulgated by Rule 501 of the Securities Act), and Exchange Commission under (v) (A) has been furnished with or has had full access to all the Act. In information that it considers necessary or appropriate to make an informed investment decision with respect to the event such Buyer does not join the Board of Directors Shares, (B) has had an opportunity to discuss with management of the Company upon the consummation of the Public Offering (whether intended business and either at the election financial affairs of the Company and, in connection therewith, obtained information necessary to verify any information furnished to it or such Buyer for any reason), then to which it had access (it being agreed and understood that this Clause (v) does not affect the Buyer shall promptly return Company’s representations and warranties contained in Section 3) and (C) can bear the economic risk of (x) an investment in the Shares indefinitely and (y) a total loss in respect of such investment. The Investor has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the Companyrisks of and form an investment decision with respect to its investment in the Shares and to protect its own interest in connection with such investment. The Investor understands that there is no assurance that any exemption from registration under the Securities Act will be available to transfer the Shares and that, even if available, such exemption may not allow the Investor to transfer all or any portion of the Shares under the circumstances, in the amounts or at the times the Investor might propose. Neither the Investor nor any of its Affiliates is the owner of record or the beneficial owner of American Depositary Shares, Ordinary Shares or Ordinary Share Equivalents.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such The Buyer (as described a) is acquiring the Securities for its own account for investment, and not with a view to resale or distribution, in the Company’s draft registration statement on Form S-1whole or in part, as may be amended (the “Registration Statement”), under in violation of the Securities Act of 1933, as amended (the “"Act”"); (b) is not acquiring the Securities pursuant to any pre-existing agreement, relating plan or intention to a contemplated underwritten public offering by purchase the Company Securities and neither the Buyer nor its Affiliates nor any Person acting on its or their behalf entered into any option, short position, equity swap or other similar instrument or position with respect to any of the Securities; (the “Public Offering”)). Such Buyer further understands c) acknowledges and agrees that Buyer will the Securities have not been registered under the Act and may be required resold only (i) pursuant to execute an effective Registration Statement under the Act and deliver any applicable state securities laws (a"State Acts"), (ii) a letter agreement includingpursuant to an exemption from registration under the Act and any applicable State Acts or (iii) in accordance with Rule 903 or/and 904 of Regulation S under the Act; (d) understands that the Securities are being transferred to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Sellers are relying upon the truth and accuracy of, among other provisionsand the Buyer's compliance with, the foregoing transfer restrictionsrepresentations, warranties, agreements, acknowledgments, and understandings set forth in this Section 3.4 in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities; (be) a stock escrow agreement with respect to such shareswill not make any sale, transfer or other disposition of the Securities in each case violation of the Act, the Securities Exchange Act of 1934, as described in amended (the Registration Statement"Exchange Act"), any State Acts, or the rules and regulations of the SEC or any state securities commission, promulgated under any of the foregoing, and that its purchase of the Securities does not violate the Act, the Exchange Act, any certificates evidencing State Acts, or the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes onlyrules and regulations of the SEC or any state securities commission promulgated thereunder, and are not being purchased that all offers or sales of the Securities will be made in compliance with a view the foregoing or in accordance with the provisions of Rules 903 or/and 904 of Regulation S; (f) has relied solely upon an independent investigation of the Company, its business, assets, liabilities and condition made by it and its representatives and has, prior to or for the resaledate hereof, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given access to and the opportunity to (i) ask questions of examine all books and receive answers from the Seller and the Company concerning the terms and conditions records of the SharesCompany, and the business all material contracts and financial condition documents of the Company and Company; (iig) obtain any additional information that in making its investment decision to purchase the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer Securities, is not relying on any oral or written representations, warranties or assurances from the Sellers (other than as expressly set forth herein) or any other Person or any representation made by any person as to the Company; (h) has such experience in business and financial matters that it is capable of evaluating the risk of its investment in the Company or and determining the suitability of its operations, financial condition or prospects. Such Buyer investment; (i) is an “accredited investor” investor as defined in Rule 501 of Regulation D promulgated by under the Act; and (j) understands and acknowledges that an investment in the Securities involves a high degree of risk. The Buyer further acknowledges (A) that there are limitations on the liquidity of the Securities and Exchange Commission under there is no public market for the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering Preferred Stock; and (whether and either at the election of the Company or such Buyer for any reason), then B) that the Buyer shall promptly return is able to bear the Shares to economic risk of an investment in the CompanySecurities, including a possible total loss of such investment.

Investment Representations. Each Buyer represents Purchaser understands that the Securities are being offered and warrants, with respect sold pursuant to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment exemption from registration contained in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment Securities Act of 1933 predicated upon Purchaser's representations contained in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees Agreement, including, without limitation, that the Shares will not be transferable under any circumstances unless registered by Purchaser is an "accredited investor" within the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), meaning of Regulation D under the Securities Act of 1933, as amended (the “"Securities Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)"). Such Buyer further understands and agrees The Purchaser confirms that Buyer will be required it has received or has had full access to execute and deliver (a) a letter agreement including, among other provisions, all the foregoing transfer restrictions, and (b) a stock escrow agreement information it considers necessary or appropriate to make an informed investment decision with respect to such sharesthe Note and the Warrant to be purchased by it under this Agreement and the Note Shares and the Warrant Shares acquired by it upon the conversion of the Note and the exercise of the Warrant, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictionsrespectively. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer Purchaser further confirms that it has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the had an opportunity to (i) ask questions of and receive answers (including such “due diligence” as Purchaser deemed necessary) from the Seller Company regarding the Company's and the Company concerning its Subsidiaries’ business, management and financial affairs and the terms and conditions of the SharesOffering, the Note, the Warrant and the business Securities and financial condition of to obtain additional information (to the extent the Company and (ii) obtain any additional possessed such information that the Seller possesses or can could acquire it without unreasonable effort or expense that is expense) necessary to assist such Buyer in evaluating verify any information furnished to the advisability of Purchaser or to which the purchase of the Shares Purchaser had access. Purchaser has received and an investment in reviewed the Company. Such Buyer is not relying on any oral representation made by any person ’s Form 10-KSB for the year ended December 31, 2003, as to the well as other Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by filings with the Securities and Exchange Commission under the ActCommission. In the event such Buyer does Purchaser is not join the Board a member of, or an associate or affiliate of Directors a member of the Company upon National Association of Securities Dealers; and has not, for a period of 12 months prior to the consummation date of this Subscription Agreement, been affiliated or associated with any broker/dealer, company, firm, organization, or other entity which is a member of the Public Offering (whether and either at the election National Association of the Company or such Buyer for any reason)Securities Dealers, then the Buyer shall promptly return the Shares to the Company.Inc.

Investment Representations. Each Buyer The Holder acknowledge that this Warrant and the Warrant Shares have not been and, except as otherwise provided herein, will not be registered under the Act or qualified under applicable state securities laws and that the transferability thereof is restricted by the registration provisions of the Act as well as such state laws. The Holder represents that the Holder is acquiring this Warrant and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in will acquire the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Warrant Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such BuyerHolder’s own account, for investment purposes only, only and are not being purchased with a view to resale or other distribution thereof, nor with the intention of selling, transferring or 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 resaleAct, distributionthe Securities Exchange Act of 1934, subdivision or fractionalization thereof; the Rules and such Buyer has no present plans to enter into Regulations promulgated by the Commission thereunder, and any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalizationapplicable state securities laws. Such Buyer has been given the opportunity to The Holder further understands and agrees that (i) ask questions neither this Warrant nor the Warrant Shares may be sold or otherwise transferred unless they are subsequently registered under the Act and qualified under any applicable state securities laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and receive answers from qualification is available; (ii) any routine sales of the Seller and Company's securities made in reliance upon Rule 144 promulgated by the Company concerning Commission under the Act, can be effected only pursuant to the terms and conditions of that Rule, including applicable holding periods and timely filing requirements with the SharesCommission for the Company; and (iii) except as otherwise set forth herein, and the business and financial condition of the Company and (ii) obtain any additional information that is under no obligation to register this Warrant or the Seller possesses Warrant Shares on the Holder’s behalf or can acquire without unreasonable effort or expense that is necessary to assist such Buyer the Holder in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on complying with any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission exemption from registration under the Act. In The Holder agrees that each certificate representing any Warrant Shares for which this Warrant may be exercised will bear on its face a legend in substantially the event such Buyer does following form: These securities have not join been registered under the Board Securities Act of Directors 1933 or qualified under any state securities laws. They may not be sold, hypothecated or otherwise transferred in the absence of an effective registration statement under that Act and qualification under applicable state securities laws without an opinion counsel reasonably acceptable to the Company upon the consummation of the Public Offering (whether that such registration and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyqualification are not required.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such follows: such Buyer hereby acknowledges that an investment in the Shares and Warrants involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares or Warrants for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares and Warrants will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), Statement relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares or Warrants bear a legend referring to such the foregoing transfer restrictions. The Shares and Warrants are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and Warrants and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares and Warrants to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges Contributor recognizes that an investment in the purchase of the Shares involves certain significant risksa high degree of risk. Such Buyer has no need for liquidity Contributor is an “accredited investor” as such term is defined in its investment in the Shares for the foreseeable future and is able to bear the risk Rule 501 of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing Contributor is acquiring the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to toward, or for sale in connection with, any distribution thereof, or with any present intention of distributing or selling the resale, distribution, subdivision or fractionalization thereof; and such Buyer Shares. BKP has no present plans disclosed to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to Contributor that (i) ask questions of and receive answers from the Seller and Shares have not been registered under the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and Securities Act; (ii) obtain any additional information that the Seller possesses this sale has not been registered with, or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operationsreviewed by, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission because it is intended to be exempted from such registration, which exemption depends, in part, upon Contributor’s investment intentions; and (iii) the Shares may not be sold or transferred by Contributor unless such sale or transfer is registered under applicable federal and state securities laws and regulations or is exempt from such registration. Contributor acknowledges and agrees that (i) BKP and the Act. In Corporation possess and may hereafter come into possession of certain non-public information concerning the event such Buyer does Shares which is not join known to Contributor and which may be material to a decision to acquire the Board Shares (the “Excluded Information”), (ii) Contributor has requested not to receive the Excluded Information and has determined to acquire the Shares notwithstanding its lack of Directors knowledge of the Company upon Excluded Information and (iii) BKP and the consummation Corporation shall have no liability to Contributor (and Contributor hereby waives and releases any claims which it may have against BKP, the Corporation or any other Person, whether pursuant to applicable securities laws or otherwise) with respect to the non-disclosure of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the CompanyExcluded Information.

Investment Representations. Each Buyer represents The Purchaser: (a) acknowledges that the purchase of the Pubco Shares pursuant to this Agreement is a private transaction between the Seller and warrants, with respect to himself or herself the Purchaser; (b) is acquiring its portion of the Pubco Shares for itself for investment purposes only, as set forth hereinand not with a view towards any resale or distribution of such Pubco Shares to third parties (excluding the contemplated sale of the Pubco Shares by the Purchaser to Acme Innovation Limited, an entity that is indirectly controlled by Mx. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer Xxxx; (c) has no need for liquidity in its investment in the Shares for the foreseeable future been advised and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees understands that the Pubco Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or (i) are being sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in reliance upon one or more exemptions from the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under requirements of the Securities Act of 1933, as amended (the “Securities Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among any other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company applicable securities Laws and (ii) obtain have not been and shall not be registered under the Securities Act or any additional information applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Pubco Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available; (d) is aware that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer Pubco is not relying on any oral representation made by any person as a speculative investment and is subject to the Company risk of complete loss; and (e) acknowledges that Pubco is under no obligation hereunder to register the Pubco Shares under the Securities Act. Except for the sale of the Pubco Shares by the Purchaser to Acme Innovation Limited, the Purchaser has no Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Pubco Shares. By reason of Purchaser’s business or financial experience, or by reason of the business or financial experience of Purchaser’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), Purchaser is capable of evaluating the risks and merits of an investment in Pubco and of protecting its interests in connection with this investment. Purchaser has carefully read and understands all materials provided by or on behalf of Pubco or its operationsrepresentatives to Purchaser or Purchaser’s representatives, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by made available on the Securities and Exchange Commission Commission’s web site through EXXXX, pertaining to an investment in Pubco and has consulted, as Purchaser has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for Purchaser. Purchaser acknowledges that the Pubco Shares are subject to dilution for events not under the Actcontrol of Purchaser. In Purchaser has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for Purchaser and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by the Seller, Pubco or their representatives. Purchaser acknowledges and agrees that, except as set forth in Article IV, no representations or warranties have been made by the Seller, any Warrantor or any of their representatives, and that Purchaser has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in Pubco or (ii) the consummation profitability or value of the Public Offering Pubco Shares in any manner whatsoever. Purchaser: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with Purchaser’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby The Holder acknowledges that an investment the Warrant and the Warrant Shares have not been and, except as otherwise provided herein or in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares Exchange Agreement, will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering or qualified under applicable state securities laws and that the transferability thereof is restricted by the Company (registration provisions of the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to Act as well as such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictionsstate laws. The Holder represents that it is acquiring this Warrant and will acquire the Warrant Shares are being acquired solely for such Buyer’s its own account, for investment purposes only, only and are not being purchased with a view to resale or other distribution thereof, nor with the intention of selling, transferring or 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 resaleAct, distributionthe Securities Exchange Act of 1934, subdivision or fractionalization thereof; the Rules and such Buyer has no present plans to enter into Regulations promulgated by the Commission thereunder, and any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalizationapplicable state securities laws. Such Buyer has been given the opportunity to The Holder further understands and agrees that (i) ask questions neither the Warrant nor the Warrant Shares may be sold or otherwise transferred unless they are subsequently registered under the Act and qualified under any applicable state securities laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and receive answers from qualification is available; (ii) any routine sales of the Seller and Company's securities made in reliance upon Rule 144 promulgated by the Company concerning Commission under the Act, can be effected only under the terms and conditions of that Rule, including applicable holding periods and timely filing requirements with the SharesCommission for the Company; and (iii) except as otherwise set forth herein, and the business and financial condition of the Company and (ii) obtain any additional information that is under no obligation to register the Seller possesses Warrants or can acquire without unreasonable effort the Warrant Shares on its behalf or expense that is necessary to assist such Buyer it in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on complying with any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission exemption from registration under the Act. In The Holder agrees that each certificate representing any Warrant Shares for which the event such Buyer does Warrant may be exercised will bear on its face a legend in substantially the following form: These securities have not join been registered under the Board Securities Act of Directors 1933 or qualified under any state securities laws. They may not be sold, hypothecated or otherwise transferred in the absence of an effective registration statement under that Act or qualification under applicable state securities laws without an opinion counsel reasonably acceptable to the Company upon the consummation of the Public Offering (whether that such registration and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyqualification are not required.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees The Holder acknowledge that the Warrants and the Warrant Shares have not been and, except as otherwise provided herein, will not be transferable registered under any circumstances unless registered by the Company in accordance with federal and Act or qualified under applicable state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in that the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering transferability thereof is restricted by the Company (registration provisions of the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to Act as well as such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictionsstate laws. The Holder represents that it is acquiring this Warrant and will acquire the Warrant Shares are being acquired solely for such Buyer’s its own account, for investment purposes only, only and are not being purchased with a view to resale or other distribution thereof, nor with the intention of selling, transferring or 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 resaleAct, distributionthe Exchange Act, subdivision or fractionalization thereof; the Rules and such Buyer has no present plans to enter into Regulations promulgated by the Commission thereunder, and any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalizationapplicable state securities laws. Such Buyer has been given the opportunity to The Holder further understands and agrees that (i) ask questions neither the Warrants nor the Warrant Shares may be sold or otherwise transferred unless they are subsequently registered under the Act and qualified under any applicable state securities laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and receive answers from qualification is available; (ii) any routine sales of the Seller and Company’s securities made in reliance upon Rule 144 promulgated by the Company concerning Commission under the Act, can be effected only pursuant to the terms and conditions of that Rule, including applicable holding periods and timely filing requirements with the SharesCommission for the Company; and (iii) except as otherwise set forth herein, and the business and financial condition of the Company and (ii) obtain any additional information that is under no obligation to register the Seller possesses Warrants or can acquire without unreasonable effort the Warrant Shares on its behalf or expense that is necessary to assist such Buyer it in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on complying with any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission exemption from registration under the Act. In The Holder agrees that each certificate representing any Warrant Shares for which the event such Buyer does Warrants may be exercised will bear on its face a legend in substantially the following form: These securities have not join been registered under the Board Securities Act of Directors 1933 or qualified under any state securities laws. They may not be sold, hypothecated or otherwise transferred in the absence of an effective registration statement under that Act or qualification under applicable state securities laws without an opinion counsel reasonably acceptable to the Company upon the consummation of the Public Offering (whether that such registration and either at the election of the Company or such Buyer for any reason)qualification are not required. Appendix B-8 Common Stock Purchase Warrant Issued by Mateon Therapeutics, then the Buyer shall promptly return the Shares to the Company.Inc.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby Buyer: (i) acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by are "restricted securities" as that term is defined in Rule 144 of the Company in accordance with federal general rules and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), regulations under the Securities Act of 1933, as amended (the “"Securities Act”"); (ii) is acquiring the Shares for his own account; (iii) will not sell, relating transfer or otherwise dispose of the Shares except in compliance with the Securities Act; (iv) is an accredited investor, as such term is defined under the Securities Act and/or has sufficient knowledge or experience in financial, investment and business matters that he/it is capable of evaluating the merits and risks of his/its investment in the Shares being offered on the terms and conditions as set forth herein; in connection therewith, Buyer has consulted with such independent legal counsel and/or other advisers considered appropriate to a contemplated underwritten public offering by assist Buyer in evaluating his/its investment in the Company (Corporation; Buyer represents that he/it has adequate means of providing for his/its current financial needs and possible personal contingencies, and has no need for liquidity of his/its investment in the “Public Offering”)). Such Buyer further understands Corporation and agrees that Buyer will be required to execute and deliver can afford: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, to hold unregistered securities for an indefinite period of time and (b) sustain a stock escrow agreement with respect complete loss of the entire amount of his/its investment; and (v) has not made an overall commitment to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and investments which are not being purchased with a view readily marketable which is disproportionate so as to or for the resale, distribution, subdivision or fractionalization thereof; and cause such Buyer has no present plans overall commitment to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalizationbecome excessive. Such Buyer has been given afforded the opportunity to (i) ask questions of of, and receive answers from the Seller officers and directors of the Company Corporation on a confidential basis concerning the terms Corporation and conditions of the Shares, and the business and financial condition of the Company and (ii) to obtain any additional information information, to the extent that the Seller Corporation possesses such information or can acquire it without unreasonable effort or expense that is expense, necessary to assist such Buyer in evaluating verify the advisability accuracy of the purchase information furnished; and has availed himself/itself of such opportunity to the Shares extent he/it considers appropriate in order to permit him/it to evaluate the merits and risks of an investment in the Company. Such Corporation; and (vi) Buyer is acknowledges and understands that the Shares have not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by been registered under the Securities Act and Exchange Commission must be held indefinitely unless subsequently registered under the Act. In Securities Act or an exemption from such registration is available and that the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return Corporation is under no obligation whatsoever to register the Shares to for public resale under the CompanySecurities Act.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer Assignee represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer Assignee hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer Assignee has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer Assignee acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer Assignee (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer Assignee further understands and agrees that Buyer Assignee will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such BuyerAssignee’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer Assignee has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer Assignee has been given the opportunity to (i) ask questions of and receive answers from the Seller Assignor and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller Assignor possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer Assignee in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer Assignee is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer Assignee is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available; (d) is aware that an investment in the Purchaser is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that the Purchaser is under no obligation hereunder to register the Exchange Shares under the Securities Act. No Seller has any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), each Seller is capable of evaluating the risks and merits of an investment in the Purchaser and of protecting its interests in connection with this investment. Each Seller has carefully read and understands all materials provided by or on behalf of the Purchaser or its Representatives to such Seller or such Seller’s Representatives pertaining to an investment in the Purchaser and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Each Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Each Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by the Securities Purchaser or its Representatives. Each Seller acknowledges and Exchange Commission under the Act. In agrees that Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in the consummation Purchaser or (ii) the profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Commission Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and (iii) are subject to additional restrictions on transfer pursuant to such Seller’s Lock-Up Agreement (if applicable); (d) is aware that an investment in Pubco is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that unless otherwise agreed Pubco is under no obligation hereunder to register the Exchange Shares under the Securities Act. In Such Seller does not have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), such Seller is capable of evaluating the risks and merits of an investment in Pubco and of protecting its interests in connection with this investment. Such Seller has carefully read and understands all materials provided by or on behalf of Pubco, Purchaser or their respective Representatives to such Seller or such Seller’s Representatives pertaining to an investment in Pubco and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Such Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Such Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by Pubco, Purchaser or their respective Representatives. Such Seller acknowledges and agrees that, except as set forth in Article IV (including the related portions of the Purchaser Disclosure Schedules) and Article V, no representations or warranties have been made by Pubco, Merger Sub, Purchaser or any of their respective Representatives, and that such Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in Pubco or (ii) the consummation profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Such Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each The Members are acquiring the shares of Buyer represents Common Stock for their own account with the present intention of holding such securities for purposes of investment, and warrantsit has no intention of distributing such shares of Buyer Common Stock, with respect or selling, transferring or otherwise disposing of such shares of Buyer Common Stock in a public distribution, in any of such instances, in violation of the federal securities laws of the United States of America. The Member understands that (a) the shares of Buyer Common Stock will be “restricted securities,” as defined in Rule 144 promulgated under the Securities Act; (b) such shares of Buyer Common Stock are not being issued as part of the Secondary Public Offering, will not be registered under the Securities Act, will be subject to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment restrictions on transfer and will be issued in reliance on exemptions for private offerings contained in Section 4(a)(2) of the Shares involves certain significant risks. Such Securities Act; (c) the Buyer has no need obligation to so register the shares of Buyer Common Stock for liquidity in its investment in resale; and (d) the Shares shares of Buyer Common Stock may not be distributed, re-offered or resold except through a valid and effective registration statement or pursuant to a valid exemption from the registration requirements under the Securities Act at such time as the shares of Buyer Common Stock become eligible for resale by the Member. The Member acknowledges that upon any future distribution by him of the shares of Buyer Common Stock to any other third party, as a condition precedent to such distribution, the receiving party(ies) will be required to execute agreements for the foreseeable future benefit of Buyer in a form and is able substance satisfactory to bear it acknowledging and consenting to the risk of that foregoing investment for an indefinite period. Such Buyer acknowledges representations and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such transfer. The certificates evidencing the shares of Buyer (as described in Common Stock shall contain the Company’s draft registration statement on Form S-1, as may be amended (the following legend: “Registration Statement”), The shares of common stock evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees shares may not be sold, transferred, pledged, hypothecated or otherwise disposed of unless they have been so registered or Bright Mountain Media, Inc. shall have received an opinion of counsel satisfactory to it to the effect that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing registration thereof for purposes of transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission required under the Act. In Act or the event such Buyer does not join the Board securities laws of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companystate.”

Investment Representations. Each Buyer Such Seller hereby represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges warrants that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver it: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by of the Securities Act; (b) has substantial experience in evaluating and Exchange Commission investing in securities of companies similar to Buyer so that it is capable of evaluating the merits and risks of its investment in Buyer and has the capacity to protect its own interests; (c) understands that the acquisition of its portion of the Stock Consideration hereunder is a speculative investment which involves a high degree of risk of loss of its investment therein, is able to bear the economic risk of its investment in its portion of the Stock Consideration for an indefinite period of time, including the risk of a complete loss of such investment in such securities and acknowledges that its portion of the Stock Consideration has not been registered under the Act. In Securities Act and, therefore cannot be sold unless subsequently registered under the event Securities Act or an exemption from such Buyer does not join the Board of Directors registration is available; (d) is acquiring its portion of the Company upon Stock Consideration for investment for its own account, not as a nominee or agent, and not with the consummation view to, or for resale in connection with, any distribution thereof in violation of, or that could cause Buyer to be in violation of, applicable Law, understands that its portion of the Public Offering (whether Stock Consideration has not been, and either at will not be, registered under the election Securities Act and is being offered hereby by reason of an exemption from the registration requirement of the Company or Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of its representations as expressed herein; and (e) has had the opportunity to obtain all information requested by it and has had the opportunity to meet with representatives of Buyer and to have them answer any questions and provide such Buyer for any reason)additional information regarding the terms and conditions of the transactions contemplated hereby and the business and prospects of Buyer, then the Buyer shall promptly return the Shares all of which questions have been answered and all of which requested information has been provided to the Companyits full satisfaction.

Investment Representations. Each Buyer Additional Member hereby represents and warrants, with respect warrants to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company that: (a) the limited liability company interest of the Additional Member is being acquired for investment purposes only for its own account and not with a view to or in accordance connection with federal and state securities laws any distribution, re-offer, resale, or sold other disposition not in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “"Securities Act”)") and applicable state securities laws; (b) the Additional Member possesses such expertise, relating knowledge, and sophistication in financial and business matters generally, and in the type of transactions in which the Company proposes to engage in particular, that it is capable of evaluating the merits and economic risks of acquiring and holding its limited liability company interest, and it is able to bear all such economic risks now and in the future; (c) the Additional Member has had access to all of the information with respect to its limited liability company interest that it deems necessary to make a contemplated underwritten public offering complete evaluation thereof and has had the opportunity to question the Company concerning such limited liability company interest; (d) the Additional Member's decision to acquire its limited liability company interest for investment has been based solely upon the evaluation made by it; (e) the Additional Member is aware that it must bear the economic risk of its investment in the Company for an indefinite period of time because limited liability company interests in the Company (i) have not been registered under the “Public Offering”)). Such Buyer further understands Securities Act or under the securities laws of various states, and, therefore, cannot be sold unless the limited liability company interests are subsequently registered under the Securities Act and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, any applicable state securities laws or an exemption from registration is available and (bii) a stock escrow agreement are subject to this Agreement, which prohibits the transfer of such interests without the consent of the Managing Member and prohibits the withdrawal of Additional Members; (f) the Additional Member is aware that the Additional Member's tax liability with respect to such shares, in each case as described Additional Member's interest in the Registration Statement, Company may exceed any distributions made to such Additional Member and that the Company is under no obligation to make any certificates evidencing the Shares bear a legend referring such distributions to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view Additional Member to or for the resale, distribution, subdivision or fractionalization thereofpay any related taxes; and (g) the Additional Member has not relied upon the Managing Member, or its members, board members or officers or any other Additional Member or agent or counsel thereof for any tax or securities law advice with respect to such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment Additional Member's interest in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, warrants as set forth herein. Such follows: (a) Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees understands that the Shares will Units have not be transferable under any circumstances unless been registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended 1933 (the “"1933 Act”), relating to a contemplated underwritten public offering by ") or the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictionslaws of any state, and the transactions contemplated hereby are being undertaken in reliance upon an exemption from the registration requirements of the 1933 Act, and reliance upon such exemption is based upon Buyer's representations, warranties and agreements contained in this Agreement. (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans received and carefully reviewed all information necessary to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalizationenable Buyer to evaluate the Acquisition. Such Buyer has been given the opportunity to (i) ask questions of and to receive answers from Seller, the Seller Administrators and the Company concerning the terms Company’s business, the Units and conditions of the SharesLoan, and the business and financial condition of the Company and (ii) to obtain any such additional written information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such verify the accuracy thereof. (c) Buyer in evaluating the advisability of is aware the purchase of the Shares Units and an investment in the CompanyLoan is speculative and involves a high degree of risk. Such Buyer is aware that there is no guarantee that Buyer will realize any gain from the Acquisition. Buyer further understands that Buyer could lose the entire amount of the Purchase Price and any additional sums invested into the Company by Buyer after the Effective Date. 7 (d) Buyer understands that no federal or state agency or other authority has made any finding or determination regarding the fairness of the Acquisition or has made any recommendation or endorsement thereof or has passed in any way upon this Agreement. (e) Buyer, subject to the proviso set forth below: (i) is acquiring the Units solely for Buyer's own account for investment purposes only and not relying on with a view toward resale or distribution thereof, in whole or in part, (ii) has no undertaking, agreement or arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Units to any oral representation made other person; and (iii) agrees not to sell or otherwise transfer the Units unless and until it is subsequently registered under the 1933 Act and any applicable state securities laws, or unless an exemption from any such requirement is available (f) Buyer is financially able to bear the economic risk of the Acquisition, including the ability to hold the Units indefinitely and to afford a complete loss of the Purchase Price and any additional sums invested into the Company by any person Buyer after the Effective Date. Buyer has such knowledge and experience in financial and business matters as to be capable of evaluating the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities merits and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors risks of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the CompanyAcquisition. 3.2.

Investment Representations. Each Seller (i) is acquiring its portion of the Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, itself for investment purposes only, and are not being purchased with a view towards any resale or distribution of such Buyer Shares, (ii) has been advised and understands that the Buyer Shares (A) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (B) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Buyer Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and (C) are subject to additional restrictions on transfer pursuant to Section 6.7, (iii) is aware that an investment in Buyer is a speculative investment and is subject to the risk of complete loss, (iv) has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the sale of shares of Buyer’s capital stock, and (v) acknowledges that Buyer is under no obligation hereunder to register the Buyer Shares under the Securities Act. Each Seller has carefully read and understands all materials provided by or on behalf of Buyer or its Representatives to such Seller or such Seller’s Representatives pertaining to an investment in Buyer and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Each Seller acknowledges that the resaleBuyer Shares are subject to dilution for events not under the control of such Seller. Such Seller does not have any Contract with any Person to sell, distributiontransfer, subdivision or fractionalization grant participations to such Person, or to any third Person, with respect to the Buyer Shares. Each Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by Buyer or its Representatives. Each Seller acknowledges and agrees that, except as set forth in ARTICLE V, no representations or warranties have been made by Buyer or any of its Representatives, and that such Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event of the distribution of any cash, property or other interest in Buyer or (ii) the profitability or value of the Buyer Shares in any manner whatsoever. Each Seller: (a) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and has declined to do so); (b) has had the full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (c) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (d) is fully aware of the contents hereof and the meaning, intent and legal effect thereof; and such Buyer (e) is competent to execute this Agreement and has no present plans to enter into any contractexecuted this Agreement free from coercion, undertaking, agreement duress or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer Cisco hereby represents and warrantswarrants to the Company that: (a) it has full power and authority to enter into this Agreement and each other document contemplated herein to which it is a party, and each of this Agreement and each such other document executed by it constitutes its valid and legally binding obligation, enforceable against Cisco in accordance with respect its terms; (b) it (or its nominee) is acquiring the Preferred Stock pursuant to himself this Agreement for its own account without a view to a distribution or herself onlyresale thereof, it being understood that nothing contained herein shall prevent Cisco (or its nominee) or any subsequent holders of shares of Preferred Stock and, if applicable, Common Stock, from transferring such securities pursuant to an effective registration statement or an exemption therefrom under the Securities Act as set forth herein. Such Buyer hereby acknowledges in Section 6 of the Shareholders Agreement; (c) Cisco believes it has received all the information it considers necessary or appropriate for deciding whether to acquire the Preferred Stock, it being understood that an investment nothing contained herein shall limit or modify the representations and warranties of the Company in Section 4 of this Agreement or the Shares involves certain significant risks. Such Buyer right of Cisco to rely thereon; (d) it has no need for liquidity substantial experience in evaluating and investing in private placement transactions so that it is capable of evaluating the merits and risks of its investment in the Shares for Company; (e) it is familiar with Rule 144 promulgated under the foreseeable future Securities Act, as presently in effect, and is able to bear understands the risk of that investment for an indefinite period. Such Buyer acknowledges resale limitations imposed thereby and hereby agrees that the Shares will not be transferable under any circumstances unless registered otherwise by the Company Securities Act; (f) it is an accredited investor as defined in accordance with federal Rule 501(a) of Regulation D promulgated under the Securities Act as presently in effect; and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described g) Cisco hereby represents that it is not investing in the Company’s draft registration statement on Form S-1Company with any “plan asset,” within the meaning of DOL Reg. Sec. 2510.3-101, of a “plan,” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as may amended. Each certificate or instrument representing Restricted Securities shall be amended (imprinted with a legend in substantially the following form: “Registration Statement”)The securities represented by this certificate were originally issued on November 1, 2002, and 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 November 1, 2002, as amended and modified from time to time, between the issuer (the “ActCompany”), relating ) and the initial holder of these securities. The Company reserves the right to a contemplated underwritten public offering by refuse the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement of such securities until such conditions have been fulfilled with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to transfer. A copy of such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and conditions shall be furnished by the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities holder hereof upon written request and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companywithout charge.”

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an The Purchaser is receiving the Securities for investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future Purchaser's own account, not as a nominee or agent, and is able not with a view to bear the risk public resale or distribution thereof within the meaning of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “"Securities Act”"), relating and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser also represents that it has not been formed for the specific purpose of acquiring the Securities. The Purchaser has received or has had full access to a contemplated underwritten public offering by all the Company (information the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required Purchaser considers necessary or appropriate to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement make an informed investment decision with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing Securities receivable by the Shares bear a legend referring Purchaser pursuant to such transfer restrictionsthe Agreement. The Shares Purchaser understands that the acquisition of the Securities involves substantial risk. The Purchaser understands that the Securities, are characterized as "restricted securities" under the Securities Act inasmuch as they are being acquired solely for from NetSelect in a transaction not involving a public offering and that under the Securities Act and applicable regulations thereunder such Buyer’s own account, for investment purposes only, and are not being purchased with a view Securities may be resold without registration under the Securities Act only in certain limited circumstances. The Purchaser understands that NetSelect is under no obligation to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into register any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition Securities. The Purchaser understands that no public market now exists for any of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission that it is uncertain whether a public market will ever exist therefor. Without in any way limiting the representations set forth above or any other provisions in any other agreements to which the Purchaser is a party or by which the Purchaser or the Securities are bound, the Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: there is then in effect a registration statement under the Act. In Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or the event such Buyer does not join the Board of Directors Purchaser shall have notified NetSelect of the Company upon the consummation proposed disposition and shall have furnished NetSelect with a statement of the Public Offering (whether and either circumstances surrounding the proposed disposition, and, if such disposition is made within two years of the Closing Date or if the securities proposed to be transferred cannot be transferred pursuant to Rule 144(k), at the election expense of the Company Purchaser or its transferee, with an opinion of counsel, reasonably satisfactory to NetSelect, that such Buyer for any reason), then disposition will not require registration of such Securities under the Buyer shall promptly return the Shares to the CompanySecurities Act.

Investment Representations. Each The Buyer represents and warrants, with respect to himself or herself itself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Founder Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Founder Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Founder Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer Xxxxx will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Founder Shares bear a legend referring to such transfer restrictions. The Founder Shares are being acquired solely for such the Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Founder Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses possess or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Founder Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each The Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such follows: the Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such The Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such The Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such the Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), Statement relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such The Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such the foregoing transfer restrictions. The Shares are being acquired solely for such the Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such the Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such The Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such the Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such The Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such The Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such the Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such the Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer This Agreement is made with Purchaser in reliance upon Purchaser’s representation to the Company, which by Purchaser’s acceptance hereof Purchaser confirms, that the Common Stock which Purchaser will receive will be acquired with Purchaser’s own funds for investment for an indefinite period for Purchaser’s own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that Purchaser has no present intention of selling, granting participation in, or otherwise distributing the same, but subject, nevertheless, to any requirement of law that the disposition of Purchaser’s property shall at all times be within Purchaser’s control. By executing this Agreement, Purchaser further represents and warrantsthat Purchaser does not have any contract, understanding or agreement with any person to sell, transfer, or grant participation to such person or to any third person, with respect to himself any of the Common Stock. Purchaser understands that the Common Stock will not be registered or herself onlyqualified under applicable U.S. federal, as state or foreign securities laws on the ground that the sale provided for in this Agreement is exempt from registration or qualification under applicable U.S. federal, state or foreign securities laws and that the Corporation’s reliance on such exemption is predicated on Purchaser’s representations set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby Purchaser agrees that in no event shall Purchaser make a disposition of any of the Shares will not be transferable under any circumstances Common Stock unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to until (i) ask questions of and receive answers from the Seller and Purchaser shall have notified the Company concerning the terms and conditions of the Shares, proposed disposition and shall have furnished the business and financial condition Company with a statement of the Company circumstances surrounding the proposed disposition and (ii) obtain any Purchaser shall have furnished the Company with an opinion of counsel satisfactory to the Company to the effect that (A) such disposition will not require registration or qualification of such Common Stock under applicable U.S. federal, state or foreign securities laws or (B) appropriate action necessary for compliance with the U.S. federal, state or foreign securities laws has been taken or (iii) the Company shall have waived, expressly and in writing, its rights under clauses (i) and (ii) of this Section. In connection with the investment representations made herein, Purchaser represents that Purchaser is able to fend for himself or herself in the transactions contemplated by this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of Purchaser’s investment, has the ability to bear the economic risks of Purchaser’s investment and has been furnished with and has had access to such information as would be made available in the form of a registration statement together with such additional information that the Seller possesses or can acquire without unreasonable effort or expense that as is necessary to assist such Buyer in evaluating verify the advisability accuracy of the purchase of the Shares information supplied and an investment in the Company. Such Buyer is not relying on any oral representation made to have all questions answered by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. (a) Each Buyer represents Shareholder understands and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in (A) none of the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless have been registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”)) or the securities laws of any state, relating to a contemplated underwritten public offering by based upon exemptions from such registration requirements; (B) the Company (the “Public Offering”)). Such Buyer further understands Shares are and agrees that Buyer will be required “restricted securities” as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Securities Act; (C) the Shares may not be sold or otherwise transferred unless they have been first registered under the Securities Act and all applicable state securities laws, or unless exemptions from such registration provisions are available with respect to execute said resale or transfer; and deliver (aD) a letter agreement including, among other provisions, Acquiror is under no contractual obligation to the foregoing transfer restrictions, and undersigned to register the Shares under the Securities Act or any state securities laws. (b) Each Shareholder will not sell or otherwise transfer any of the Shares, or any interest therein, unless and until (A) said Shares shall have first been registered under the Securities Act and all applicable state securities laws; or (B) the undersigned shall obtain a stock escrow agreement with respect written opinion from Acquiror’s counsel to such shares, in each case as described in the Registration Statement, effect that the proposed sale or transfer is exempt from the registration provisions of the Securities Act and that any certificates evidencing all applicable state securities laws. (c) Each Shareholder is acquiring the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s its own account, account for investment purposes only, only and are not being purchased with a view to or for distributing or reselling such Shares or any part thereof or interest therein, without prejudice, however, to the resaleundersigned's right to sell or otherwise dispose of all or any part of such Shares pursuant to an effective registration statement under the Securities Act and in compliance with applicable federal and state securities laws or under an exemption from such registration. (d) Each Shareholder has such knowledge, distribution, subdivision or fractionalization thereof; sophistication and such Buyer has no present plans experience in business and financial matters so as to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given be capable of evaluating the opportunity to (i) ask questions merits and risks of and receive answers from the Seller and the Company concerning the terms and conditions of prospective investment in the Shares, and has so evaluated the business merits and financial condition risks of the Company and such investment. (iie) obtain any additional information Each Shareholder understands that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of certificates representing the Shares and an investment will bear a legend in substantially the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operationsfollowing form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering AS AMENDED AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the CompanyI) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER SAID ACT OR (II) AN OPINION OF COMPANY COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

Investment Representations. Each The Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such The Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such The Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such The Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such the Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such The Buyer further understands and agrees that the Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such the Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such the Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such The Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such the Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such The Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such The Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such the Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such the Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Commission Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and (iii) may be subject to additional restrictions on transfer pursuant to such Seller’s Lock-Up Agreement (if applicable); (d) is aware that an investment in Pubco is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that except as set forth in the Registration Rights Agreement, Pubco is under no obligation hereunder to register the Exchange Shares under the Securities Act. In Such Seller does not have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), such Seller is capable of evaluating the risks and merits of an investment in Pubco and of protecting its interests in connection with this investment. Such Seller has carefully read and understands all materials provided by or on behalf of Pubco, Purchaser or their respective Representatives to such Seller or such Seller’s Representatives pertaining to an investment in Pubco and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Such Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Such Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth in Article IV (including the related portions of the Purchaser Disclosure Schedules) and Article V, has not relied upon any representations or advice by Pubco, Purchaser or their respective Representatives. Such Seller acknowledges and agrees that, except as set forth in Article IV (including the related portions of the Purchaser Disclosure Schedules) and Article V, no representations or warranties have been made by Pubco, Merger Sub, Purchaser or any of their respective Representatives, and that such Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in Pubco or (ii) the consummation profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Such Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Seller (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Commission Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available, and (iii) are subject to additional restrictions on transfer pursuant to such Seller’s Lock-Up Agreement; (d) is aware that an investment in Pubco is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that except as set forth in the Registration Rights Agreement, Pubco is under no obligation hereunder to register the Exchange Shares under the Securities Act. In Such Seller does not have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), such Seller is capable of evaluating the risks and merits of an investment in Pubco and of protecting its interests in connection with this investment. Such Seller has carefully read and understands all materials provided by or on behalf of Pubco, CHC or their respective Representatives to such Seller or such Seller’s Representatives pertaining to an investment in Pubco and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Such Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Such Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by Pubco, CHC, or their respective Representatives. Such Seller acknowledges and agrees that, except as set forth in Article IV (including the related portions of the CHC Disclosure Schedules) and Article V, no representations or warranties have been made by Pubco, Merger Sub, CHC or any of their respective Representatives, and that such Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in Pubco or (ii) the consummation profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Such Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. (a) Each Buyer represents of the OBI Shareholders and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an Southern Rentals is acquiring shares of UNIFAB Common Stock pursuant hereto for investment in the Shares involves certain significant risks. Such Buyer for its own accounts and has no need for liquidity present intention of reselling or otherwise distributing or participating in its investment in a distribution of such shares, except Southern Rentals may distribute the Shares for shares of UNIFAB Common Stock to be acquired by it hereunder to the foreseeable future Southern Rentals Members upon the liquidation or dissolution of Southern Rentals; (b) each of the OBI Shareholders and is able to bear the risk of Southern Rentals understands that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares such shares will not be transferable registered under any circumstances unless registered by the Company Securities Act, that such shares will be "restricted securities" as that term is used in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in Rule 144 of the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), SEC under the Securities Act of 1933("Rule 144") and that such shares may not be transferred unless they are subsequently registered under the Securities Act and under any applicable State securities law or are transferred in a transfer that is exempt from such registration; (c) UNIFAB is not obligated by this Agreement to register such shares under the Securities Act or under any such state laws and UNIFAB will, as amended (a condition to the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to of any such shares, require that the request for transfer be accompanied by an opinion of counsel, in each case as described form and substance satisfactory to UNIFAB, to the effect that the proposed transfer does not result in a violation of the Registration StatementSecurities Act or any applicable state securities law, and that any certificates evidencing the Shares bear a legend referring to unless such transfer restrictions. The Shares are being acquired solely for is covered by an effective registration statement; (d) such Buyer’s own account, for investment purposes only, shares of UNIFAB Common Stock may not be sold publicly in reliance on the exemption from registration under the Securities Act afforded by Rule 144 unless and are not being purchased with a view to or for until the resale, distribution, subdivision or fractionalization thereofminimum holding period (currently one year) and other requirements of Rule 144 have been satisfied; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (ie) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions each of the SharesOBI Shareholders and Southern Rentals either (x) is an "accredited investor," as that term is defined in Rule 501(a) promulgated by the SEC under the Securities Act, or (y) has such knowledge and the experience in financial and business and financial condition matters that such person is capable of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability risks and merits of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the CompanyUNIFAB.

Investment Representations. Each Buyer Investor represents and warrantswarrants that it is purchasing the Convertible Note and the Initial Shares issuable upon conversion thereof and the Common Shares issuable upon conversion of the Initial Shares (collectively, the "Securities") for its own account, for investment purposes and not with respect a view to himself or herself only, as set forth hereinthe distribution thereof. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby Investor agrees that it will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any of the Shares will not be transferable under Securities (or solicit any circumstances unless registered by offers to buy, purchase, or otherwise acquire or take a pledge of any of the Company in accordance with federal and state securities laws or sold Securities), except in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “"Act”"), relating and the rules and regulations thereunder. In determining to a proceed with the transactions contemplated underwritten public offering hereby, Investor has relied solely on the results of Investor's own independent investigation with respect to the Company, the Common Shares, the Initial Shares and the Additional Shares, upon the representations, warranties, covenants and statements of the Company set forth herein and in the other Transaction Documents and in Investor's own independent investigation of the Company's business. Investor acknowledges that the representations, warranties, covenants and statements to Investor by the Company (the “Public Offering”)). Such Buyer further understands set forth herein and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statementother Transaction Documents constitute the sole and exclusive representations, warranties, covenants and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election statements of the Company or such Buyer for any reason)of its officers, then directors, stockholders of other affiliates in connection with the Buyer shall promptly return transactions contemplated hereby, and Investor understands, acknowledges and agrees that all other representations, warranties, covenants and statements of any kind or nature, whether oral or contained in any writing other than this Agreement and any Exhibit or Schedule hereto and in the Shares to other Transaction Documents and any Exhibit or Schedule thereto are specifically disclaimed by the Company.

Investment Representations. Each Buyer 2.27.1 Stockholder represents and warrantsconfirms to CROSSWALK that he (1) is an accredited investor within the meaning of Rule 501(a) under the Securities Act or, if not such an accredited investor, has, alone or together with respect a purchaser representative within the meaning of Rule 501(h) under the Securities Act, such knowledge and experience in financial and business matters as to himself be capable of evaluating the merits and risks of an investment in securities of the Purchaser of the type contemplated by this Agreement; (2) is aware of the limits on resale imposed by virtue of the nature of the transaction contemplated hereby; and (3) is receiving the consideration hereunder, to the extent that such consideration consists of securities issued without registration under the Securities Act in reliance on the exemption from registration contained in Section 4(2) of the Securities Act, which securities are identified for this purpose in Section 1.2 hereto, for investment, and without any view to the sale, resale or herself onlyother distribution thereof in any manner that is in violation of the Securities Act. The certificates representing such securities, when delivered at the Closing, may have appropriate orders restricting transfer placed against them on the records of the transfer agent for such securities, and may have placed upon them appropriate legends including the following: This Corporation is a religious corporation. All shares of this corporation are subject to the terms as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment BYLAWS of the corporation which restricts the amendment or deletion of that section of the BYLAWS which prescribes a corporate Statement of Faith in the Shares for LORD JESUX XXXXXX xxx directs or prohibits certain corporate actions on the foreseeable future and is able to bear basis of the risk Statement of that investment for an indefinite periodFaith. Such Buyer acknowledges and hereby agrees that the Shares will The shares represented by this certificate have not be transferable under any circumstances unless been registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933. The shares have been acquired for investment and may not be sold, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described transferred or assigned in the Registration Statement, absence of an effective registration statement for these shares under the Securities Act of 1933 and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to applicable state securities laws or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions an opinion of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information Company's counsel that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer registration is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyrequired.

Investment Representations. Each Buyer The holder hereof (and each subsequent -------------------------- holder) represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges the Company that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares this Warrant is being acquired for the foreseeable future holder's own account and is able to bear for the risk purpose of that investment and not with a view to, or for an indefinite periodsale in connection with, the distribution thereof, nor with any present intention of distributing or selling the Warrant or the Common Stock issuable upon exercise or conversion of the Warrant. Such Buyer The holder hereof acknowledges and hereby agrees that the Shares Warrant and the Common Stock issuable upon exercise or conversion of the Warrant (if any) have not been (and at the time of acquisition by such holder, will not have been or will not be) registered under the Securities Act or under the securities laws of any state, in reliance upon certain exemptive provisions of such statutes. The holder hereof recognizes and acknowledges that because the Warrant and the Common Stock issuable upon exercise or conversion of the Warrant (if any) are unregistered, they are not presently eligible for resale, and may only be transferable resold in the future pursuant to an effective registration statement under the Securities Act and any circumstances unless registered applicable state securities laws, or pursuant to a valid exemption from such registration requirements. Each subsequent holder hereof shall be required to make all of the representations which are required by this Section 20 to be made by the initial holder hereof, including without limitation the representations which are contained in the Agreement. The Company in accordance with federal and state securities laws shall not be required to register the transfer of the Warrant or sold in compliance any Common Stock into which the Warrant may be converted on the books of the Company unless the Company shall have been provided at the transferor's expense with an exemption under such laws and opinion of counsel reasonably satisfactory to the Company prior to such transfer complies with all applicable lock-up restrictions on such Buyer (as described in to the Company’s draft effect that registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (amended, or any applicable state securities laws is not required in connection with the “Act”)transaction resulting in such transfer. The Warrant shall bear the restrictive legend set forth at the beginning of this Warrant, relating to and any share certificate issued upon conversion shall bear a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees comparable legend, except that Buyer will such restrictive legend shall not be required to execute and deliver (a) a letter agreement including, among other provisions, if the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions opinion of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as counsel reasonably satisfactory to the Company or its operations, financial condition or prospects. Such Buyer referred to above is an “accredited investor” as defined to the further effect that such legend is not required in Regulation D promulgated by order to establish compliance with the provisions of the Securities Act of 1933, as amended, and Exchange Commission any applicable state securities laws, or if the transfer is made in accordance with the provisions of Rule 144 under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyact.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such The Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such The Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such The Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such the Buyer (as described in the Form S-1 filed by the Company in connection with the proposed initial public offering of the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such The Buyer further understands and agrees that the Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such the Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such the Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such The Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such the Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such The Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such The Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver The Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Commission Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and (iii) are subject to additional restrictions on transfer pursuant to the Seller’s Lock-Up Agreement (if applicable); (d) is aware that an investment in Pubco is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that unless otherwise agreed Pubco is under no obligation hereunder to register the Exchange Shares under the Securities Act. In The Seller does not have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of the Seller’s business or financial experience, or by reason of the business or financial experience of the Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), the Seller is capable of evaluating the risks and merits of an investment in Pubco and of protecting its interests in connection with this investment. The Seller has carefully read and understands all materials provided by or on behalf of Pubco, Purchaser or their respective Representatives to the Seller or the Seller’s Representatives pertaining to an investment in Pubco and has consulted, as the Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for the Seller. The Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of the Seller. The Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for the Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by Purchaser or their respective Representatives. The Seller acknowledges and agrees that, except as set forth in Article IV (including the related portions of the Purchaser Disclosure Schedules) and Article V, no representations or warranties have been made by Pubco, Purchaser or any of their respective Representatives, and that the Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in Pubco or (ii) the consummation profitability or value of the Public Offering Exchange Shares in any manner whatsoever. The Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with the Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to Seller: (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by under the Securities Act; (ii) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Commission Shares; (iii) has been advised and understands that the Exchange Shares (A) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws and (B) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available; (iv) is aware that an investment in Pubco is a speculative investment and is subject to the risk of complete loss; and (v) acknowledges that except as set forth in the Registration Rights Agreement, Pubco is under no obligation to register the Exchange Shares under the Securities Act. In Seller does not have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of Seller’s business or financial experience, or by reason of the business or financial experience of Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), Seller is capable of evaluating the risks and merits of an investment in Pubco and of protecting its interests in connection with this investment. Seller has carefully read and understands all materials provided by or on behalf of Pubco, Purchaser or their respective Representatives to Seller pertaining to an investment in Pubco and has consulted, as Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for Seller. Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of Seller. Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Joinder and the transactions contemplated hereby and the suitability of this Joinder and the Business Combination Agreement and the transactions contemplated hereby and thereby for Seller and its particular circumstances, and, except as set forth herein or therein, has not relied upon any representations or advice by Pubco, Purchaser or their respective Representatives. Seller acknowledges and agrees that, except as set forth in Article IV and Article V, as applicable, of the Business Combination Agreement (including the related portions of the Purchaser Disclosure Schedules), no representations or warranties have been made to Seller by or on behalf of Pubco, Merger Sub, Purchaser or any of their respective Representatives, and that Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in Pubco or (ii) the consummation profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Joinder and the Business Combination Agreement in its entirety and has had it fully explained to it, him or her by such counsel; (D) is fully aware of the Company or such Buyer for any reason)contents hereof and the meaning, then the Buyer shall promptly return the Shares intent and legal effect thereof; and (E) is competent to execute this Joinder (and become party to the CompanyBusiness Combination Agreement by execution hereof) and has executed this Joinder free from coercion, duress or undue influence.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to certain of such sharesShares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses possess or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each The Buyer represents has knowledge and warrants, with respect experience in financial and business matters sufficient to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that enable him to evaluate the merits and risks of an investment in the Shares involves certain significant risksCompany. Such The Buyer has no need for liquidity in its assets sufficient to enable him to bear the economic risk of the Buyer’s investment in the Shares for the foreseeable future Warrant and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company “accredited investor,” as defined in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”). The Buyer is acquiring the Warrant for his own account, relating and not with a present view to, or for sale in connection with, any distribution thereof. The Buyer understands that the Warrant and the Company’s securities issuable upon conversion of the Warrant have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to the exemption provided in Section 4(2) thereof, that the Warrant and the Company’s securities issuable upon conversion of the Warrant thereof have not been registered under applicable state securities laws by reason of their issuance in a contemplated underwritten public offering by transaction exempt from such registration requirements, and that the Warrant and the Company’s securities issuable upon conversion of the Warrant thereof may not be sold or otherwise disposed of unless registered under the Securities Act and applicable state securities laws (the Company (being under no obligation to register such Warrant or securities issuable on conversion of the “Public Offering”))Warrant thereof) or exempted from registration. Such The Buyer further understands acknowledges that the Warrant and agrees the Company’s securities issuable upon conversion of the Warrant are subject to the restrictions on transfers set forth in the Company Documents, and that Buyer will each transferee of the Warrant or the Company’s securities issuable upon conversion of the Warrant as a condition to such transfer may be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer agree in writing to be bound by such restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents and Seller represents, warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby and -------------------------- acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and (i) such Seller is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees aware that the Shares OccuSystems Stock to be issued to such Seller pursuant to this Agreement will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all issued pursuant to applicable lock-up restrictions on such Buyer (as described in the Company’s draft exemptions from registration statement on Form S-1, as may be amended (the “Registration Statement”), under the federal Securities Act of 1933, as amended (the “"1933 Act”"), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictionsapplicable state securities laws, and the rules and regulations promulgated thereunder; (bii) a stock escrow agreement with respect to such sharesOccuSystems Stock has not been registered under the 1933 Act or any such state securities laws; (iii) such Seller has such knowledge, in each case as described in the Registration Statementsophistication, and experience in financial and business matters as to be capable of evaluating the merits and risks of receiving the OccuSystems Stock pursuant to this Agreement; (iv) such Seller is an "accredited investor" as that any certificates evidencing term is defined in Regulation D under the Shares bear a legend referring 1933 Act; and (v) such Seller is acquiring the OccuSystems Stock pursuant to such transfer restrictions. The Shares are being acquired solely this Agreement for such Buyer’s his or her own account, not for investment purposes onlythe account of others, and are not being purchased with a view to the resale or distribution of such OccuSystems Stock, except for sales made by such Seller pursuant to an effective registration statement or applicable exemption under the resale1933 Act and any applicable state securities laws. Each Seller acknowledges and agrees that, distributionnotwithstanding the provisions of the Registration Agreement, subdivision or fractionalization thereof; pursuant to which OccuSystems will agree to register the OccuSystems Stock issued to such Seller pursuant hereto under the 1933 Act and such Buyer has certain state securities laws, no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer assurance has been given the opportunity that such registration can be effected or, if declared effective, that there will not be times when such registration will not be available for sales of such OccuSystems Stock by such Seller, whether due to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and developments or information relating to the business and financial condition of OccuSystems or due to circumstances beyond the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability control of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the CompanyOccuSystems.

Investment Representations. Each Buyer By acceptance of this Warrant, the Holder represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges the Company that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares this Warrant is being acquired for the foreseeable future Holder's own account and is able to bear for the risk purpose of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to to, or for sale in connection with, the resaledistribution thereof, distribution, subdivision nor with any present intention of distributing or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement selling the Warrant or arrangement for such resale, distribution, subdivision or fractionalizationthe Common Stock issuable upon exercise of the Warrant. Such Buyer The Holder acknowledges that the Holder has been given afforded the opportunity to (i) meet with the management of the Company and to ask questions of of, and receive answers from the Seller from, such management and the Company's counsel about the business and affairs of the Company and concerning the terms and conditions of the Sharesoffering of this Warrant, and the business and financial condition of the Company and (ii) to obtain any additional information information, to the extent that the Seller possesses Company possessed such information or can could acquire it without unreasonable effort or expense that is expense, necessary to assist such Buyer in evaluating verify the advisability accuracy of the purchase information otherwise obtained by or furnished to the Holder hereof in connection with the offering of this Warrant. The Holder asserts that it may be considered to be a sophisticated investor, is familiar with the Shares and an investment risks inherent in speculative investments such as in the Company, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in this Warrant and the Common Stock issuable upon exercise of this Warrant, and is able to bear the economic risk of the investment. Such Buyer is not relying on any oral representation made by any person as By acceptance of this Warrant, the Holder represents to the Company or its operations, financial condition or prospects. Such Buyer that it is an “"accredited investor” " as that term is defined in Regulation D promulgated Rule 501 of the General Rules and Regulations under the 1933 Act by reason of Rule 501(a)(3). The Holder acknowledges and agrees that this Warrant and, except as otherwise provided in the Registration Rights Agreement, dated as of September __, 1996, between the Company and _______ (the "Registration Rights Agreement"), the Common Stock issuable upon exercise of this Warrant (if any) have not been (and at the time of acquisition by the Securities and Exchange Commission Holder, will not have been or will not be), registered under the ActSecurities Act or under the securities laws of any state, in reliance upon certain exemptive provisions of such statutes. In The Holder recognizes and acknowledges that such claims of exemption are based, in part, upon the event such Buyer does not join the Board of Directors representations of the Holder contained herein. The Holder further recognizes and acknowledges that because this Warrant and, except as provided in the Registration Rights Agreement, the Common Stock issuable upon exercise of this Warrant (if any) are unregistered, they may not be eligible for resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to a valid exemption from such registration requirements. Unless the shares of Common Stock have theretofore been registered for resale under the Securities Act, the Company may require, as a condition to the issuance of Common Stock upon the consummation exercise of this Warrant (i) in the case of an exercise in accordance with Section 1.1 hereof, a confirmation as of the Public Offering (whether and either at the election date of exercise of the Company Holder's representations pursuant to this Section 17, or such Buyer for any reason)(ii) in the case of an exercise in accordance with Section 1.2 hereof, then the Buyer shall promptly return the Shares an opinion (in form and substance reasonably satisfactory to the Company) of counsel reasonably satisfactory to the Company that the shares of Common Stock to be issued upon such exercise may be issued without registration under the Securities Act.

Investment Representations. Each Buyer Cardiff represents and warrants, with respect warrants to himself or herself only, PENC that: it is an “accredited investor” as set forth herein. Such Buyer hereby acknowledges that an investment defined in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk Rule 501 of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), relating is financially able to a contemplated underwritten public offering by bear the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictionseconomic risks of acquiring Shares, and (b) a stock escrow agreement has no need for liquidity in this investment. It has such knowledge and experience in financial and business matters in general, and with respect to such sharesbusinesses of a nature similar to the business of PENC, in each case so as described in to be capable of evaluating the Registration Statementmerits and risks of, and that any certificates evidencing making an informed business decision with regard to, the acquisition of the Shares. It is acquiring the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s its own account, for investment purposes only, account and are not being purchased with a view to or for resale in connection with any distribution or public offering thereof, within the resalemeaning of any applicable securities laws and regulations, distribution, subdivision unless such distribution or fractionalization thereof; and offering is registered under the Securities Act or an exemption from such Buyer registration is available. It has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from received all the Seller and information he has deemed necessary to make an informed investment decision with respect to the Company concerning the terms and conditions acquisition of the Shares, and including the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by PENC has filed publicly with the Securities and Exchange Commission (the “SEC”), (ii) had an opportunity to make such investigation as he has desired pertaining to PENC and the acquisition of an interest therein, and to verify the information which is, and has been, made available to it and (iii) had the opportunity to ask questions of PENC concerning its business and operations. It has received no public solicitation or advertisement with respect to the offer or sale of the Shares. It realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the SEC under the Securities Act. In , the event such Buyer does not join the Board of Directors resale of the Company Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. It understands that any resale of the Shares by it must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for PENC at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). It acknowledges and consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS.” Cardiff understands that the Shares are being sold to it pursuant to the exemption from registration and that PENC is relying upon the consummation representations made herein as one of the Public Offering (whether and either at bases for claiming the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyexemption.

Investment Representations. Each Buyer represents XXXXXXX INTERNATIONAL is acquiring the Subordinated Debt Note for its own account, for investment, and warrants, not with respect to himself a view toward the resale or herself only, as set forth hereindistribution thereof. Such Buyer hereby acknowledges XXXXXXX INTERNATIONAL understands that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to it must bear the economic risk of that such investment for an indefinite period. Such Buyer acknowledges period of time because the sale and hereby agrees that issuance of the Shares will Subordinated Debt Note has not be transferable under any circumstances unless been registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act or any applicable state securities laws, and may not be resold unless subsequently registered under the Securities Act and such other laws, or unless an exemption from such registration is available. XXXXXXX INTERNATIONAL agrees that each certificate representing the Subordinated Debt Note (or, "Notes", should the Subordinated Note be transferred in part) will contain a restrictive legend restricting the sale, transfer or other disposition of 1933the such Notes unless the offer and sale thereof are registered under the Securities Act and applicable state securities laws, as amended (or exemptions from such registration requirements are available, and in each case, unless the “Act”), relating to a contemplated underwritten transfer procedures provided for in the Notes are satisfied. XXXXXXX INTERNATIONAL further acknowledges that it has received copies of the Form S-1 Registration Statement filed with the SEC by PRIVATE in connection with its initial public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement includingof common stock, among other provisionswhich was declared effective on June 30, the foregoing transfer restrictions1999, and (b) a stock escrow agreement of PRIVATE's Quarterly Report on Form 10-Q for the period ended June 30, 1999, filed with the SEC on August 16, 1999, and that representatives of XXXXXXX INTERNATIONAL have had the opportunity to ask questions of, and receive answers from, officers of PRIVATE with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company PRIVATE and (ii) obtain to request any additional information that it deems necessary to evaluate an investment in PRIVATE or to verify the Seller information provided, and has obtained the information requested to the extent PRIVATE possesses such additional information or can acquire it without unreasonable effort or expense expense. XXXXXXX INTERNATIONAL further represents that it is necessary to assist an "accredited investor," as such Buyer term is defined in Rule 501 of Regulation D of the SEC under the Securities Act, experienced in financial and investment affairs and capable of evaluating the advisability merits and risks of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companythis nature.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and (iii) are subject to additional restrictions on transfer pursuant to the Lock-Up Agreement; (d) is aware that an investment in the Purchaser is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that except as set forth in the Registration Rights Agreement, the Purchaser is under no obligation hereunder to register the Exchange Shares under the Securities Act. No Seller has any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), each Seller is capable of evaluating the risks and merits of an investment in the Purchaser and of protecting its interests in connection with this investment. Each Seller has carefully read and understands all materials provided by or on behalf of the Purchaser or its Representatives to such Seller or such Seller’s Representatives pertaining to an investment in the Purchaser and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Each Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Each Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by the Securities Purchaser or its Representatives. Each Seller acknowledges and Exchange Commission under agrees that, except as set forth in Article IV (including the Act. In related portions of the Purchaser Disclosure Schedules and any Supplemental Disclosure Schedules provided by the Purchaser), no representations or warranties have been made by the Purchaser or any of its Representatives, and that such Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in the consummation Purchaser or (ii) the profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Each Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer represents The Seller is acquiring the Purchased Securities hereunder for the purpose of investment and warrantsnot with a view to, or for resale in connection with, the distribution thereof, and not with any present intention of distributing such Purchased Securities and has no present plan or intention to Sell any of the Purchased Securities acquired by the Seller pursuant to this Agreement; PROVIDED, HOWEVER that nothing contained herein or in the Stockholder's Agreement shall prohibit the Seller from distributing the Purchased Securities or the Note to SkyMall. For this purpose, the term "SELL" means to sell, exchange, contribute, distribute or otherwise dispose of, or to enter into a short sale, equity swap, option or other risk-reducing transaction with respect to, the subject property. The Seller acknowledges that any direct or indirect offer, transfer, sale, assignment, pledge, hypothecation or other disposition of any such Purchased Securities shall be subject to the provisions of the Stockholders Agreement. The Seller has been advised that (a) the Purchased Securities have not been registered under the Securities Act; (b) the Purchased Securities must be held indefinitely, and the Seller must continue to bear the economic risk of its investment in such Purchased Securities, until and unless the Purchased Securities are subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available; (c) there is no established market for the Purchased Securities and it is not anticipated that there will be any such market for the Purchased Securities in the foreseeable future; (d) Rule 144 promulgated under the Securities Act ("RULE 144") is not currently available with respect to himself the sale of any Purchased Securities, and the Purchaser has made no covenant to make such Rule 144 available; (e) if and when the Purchased Securities may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such rule; (f) if the Rule 144 exemption is not available, any public offer or herself onlysale without registration will require compliance with Regulation A under the Securities Act or the availability of an exemption under the Securities Act; (g) restrictive legends will be placed on the certificates representing the Purchased Securities; and (h) a notation will be made in the appropriate records of the Purchaser indicating that the Purchased Securities are subject to restrictions on transfer and, as set forth hereinif the Purchaser should at some time in the future engage the services of a securities transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the Purchased Securities. Such Buyer hereby acknowledges The Seller's financial situation is such that (i) the Seller can afford to bear the economic risk of holding the Purchased Securities being acquired by the Seller hereunder for an indefinite period of time and can afford to suffer the complete loss of its investment in such Purchased Securities; (ii) the Shares Seller's knowledge and experience in financial and business matters are such that the Seller is capable of evaluating the merits and risks of the Seller's investment in such Purchased Securities, or the Seller has been advised by a representative possessing such knowledge and experience; (iii) the Seller understands that such Purchased Securities constitute a speculative investment which involves certain significant risks. Such Buyer has a high degree of risk of loss of its investment therein, that there are substantial restrictions on the transferability of such Purchased Securities, and that, on the Closing Date under this Agreement and for an indefinite period following the Closing, there will be no need public market for liquidity in the Purchased Securities and that, accordingly, it may not be possible to liquidate its investment in the Shares for Purchaser in case of emergency, if at all; (iv) the foreseeable future Seller has carefully considered the proposed investment by the Seller in the Purchased Securities, and is able to bear the Seller understands and has taken cognizance of the risk factors related to the acquisition of that investment for an indefinite period. Such Buyer acknowledges such Purchased Securities, and hereby agrees that no representations or warranties, whether expressed or implied, have been made to the Shares will not be transferable under any circumstances unless registered Seller concerning the Purchased Securities, the Purchaser or the Purchaser's business, operations, financial condition or prospects or other matters except as expressly set forth in Article III; (v) in making its decision to acquire the Purchased Securities, the Seller has relied upon independent investigations made by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in Seller and, to the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering extent believed by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will Seller to be required to execute and deliver (a) a letter agreement including, among other provisionsappropriate, the foregoing transfer restrictionsSeller's representatives, including the Seller's professional, financial, tax and other advisors, if any; (bvi) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer Seller has been given the opportunity to (i) request to examine all documents and to ask questions of of, and to receive answers from from, the Seller Purchaser and the Company its representatives concerning the terms and conditions of the Shares, and the business and financial condition acquisition of the Company Purchased Securities by the Seller hereunder and (ii) to obtain any additional information that which the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its representatives deem necessary; (vii) the Seller is familiar with the business, operations, financial condition or prospects. Such Buyer and prospects of the Purchaser; (viii) the Seller is aware of and familiar with the restrictions imposed on the transfer by the Seller of any such Purchased Securities, including, without limitation, the restrictions contained in the Stockholders Agreement; (ix) the Seller is aware that the Seller will have no right to register any such Purchased Securities and must bear the economic risk of its investment therein; (x) the Seller is an “"accredited investor” " as defined in Rule 501 of Regulation D promulgated by under the Securities Act; and Exchange Commission under (xi) the Act. In Seller acknowledges that the event such Buyer does not join Purchaser is issuing the Board of Directors of the Company Purchased Securities in reliance upon the consummation of the Public Offering (whether Seller's representations and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companywarranties herein.

Investment Representations. Each Buyer By acceptance of this Warrant, the Holder represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges the Company that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares this Warrant is being acquired for the foreseeable future Holder's own account and is able to bear for the risk purpose of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to to, or for sale in connection with, the resaledistribution thereof, distribution, subdivision nor with any present intention of distributing or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement selling the Warrant or arrangement for such resale, distribution, subdivision or fractionalizationthe Common Stock issuable upon exercise of the Warrant. Such Buyer The Holder acknowledges that the Holder has been given afforded the opportunity to (i) meet with the management of the Company and to ask questions of of, and receive answers from the Seller from, such management and the Company's counsel about the business and affairs of the Company and concerning the terms and conditions of the Sharesoffering of this Warrant, and the business and financial condition of the Company and (ii) to obtain any additional information information, to the extent that the Seller possesses Company possessed such information or can could acquire it without unreasonable effort or expense that is expense, necessary to assist such Buyer in evaluating verify the advisability accuracy of the purchase information otherwise obtained by or furnished to the Holder in connection with the offering of this Warrant. The Holder asserts that it may be considered to be a sophisticated investor, is familiar with the Shares and an investment risks inherent in speculative investments such as in the Company, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in this Warrant and the Common Stock issuable upon exercise of this Warrant, and is able to bear the economic risk of the investment. Such Buyer is The Holder acknowledges and agrees that this Warrant and, except as otherwise provided in the Registration Rights Agreement between the original Holder of the Series B Convertible Preferred Stock and the Company, as amended or modified from time to time (the "Registration Rights Agreement"), the shares of Common Stock issuable upon exercise of this Warrant (if any) have not relying on been (and at the time of acquisition by the Holder, will not have been or will not be) registered under the Securities Act or under the securities laws of any oral representation made by state, in reliance upon certain exemptive provisions of such statutes. The Holder recognizes and acknowledges that such claims of exemption are based, in part, upon the representations of the Holder contained herein. The Holder further recognizes and acknowledges that because this Warrant and, except as provided in the Registration Rights Agreement, the Common Stock issuable upon exercise of this Warrant (if any) are unregistered, they may not be eligible for resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any person applicable state securities laws, or pursuant to a valid exemption from such registration requirements. Unless the shares of Common Stock have theretofore been registered for resale or are otherwise exempt from registration under the Securities Act, the Company may require, as a condition to the Company or its operationsissuance of Common Stock upon the exercise of this Warrant (i) in the case of an exercise in accordance with Section 1.1 hereof, financial condition or prospects. Such Buyer is an “accredited investor” a confirmation as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation date of exercise of the Public Offering Holder's representations pursuant to this Section 17 or (whether ii) in the case of an exercise in accordance with Section 1.2 hereof, an opinion of counsel (in form, scope and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares substance reasonably satisfactory to the Company) that the shares of Common Stock to be issued upon such exercise may be issued without registration under the Securities Act.

Investment Representations. Each Buyer represents The Warrant Holder acknowledges that the Company may possess such material, non-public information about the Company that has not been disclosed to the Warrant Holder. The Warrant Holder acknowledges and warrantsagrees that except for the representations and warranties set forth in Section 3, the Company makes no representations or warranties with respect to himself itself, its business, results of operations, future prospects, financial condition or herself onlyotherwise and the Warrant Holder is not relying upon any statement of fact or omission to state any fact by the Company. The Warrant Holder has received and carefully reviewed the Company’ s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, all subsequent public filings of the Company with the Securities and Exchange Commission, other publicly available information regarding the Company, and such other information that it and its advisers deem necessary to make its decision to enter into this Agreement. The Warrant Holder has evaluated the merits and risks of the transaction contemplated by this Agreement based exclusively on its own independent review and consultations with such investment, legal, tax, accounting and other advisers as it deemed necessary. The Warrant Holder has made its own decision concerning the transactions contemplated by this Agreement without reliance on any representation or warranty of, or advice from, the Company. Neither the Company nor any of its directors, officers, stockholders, employees and agents (i) has been requested to or has provided the Warrant Holder with any information or advice with respect to the transaction contemplated hereby nor is such information or advice necessary or desired, or (ii) has made or makes any representation as to the Company, the Warrants or the Warrant Documentation except as expressly set forth hereinin Section 3. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer The Warrant Holder acknowledges and hereby understands that the Company possesses material nonpublic information regarding itself not known to the Warrant Holder that may affect the value of the Warrants, (the “Information”), and that the Company is not disclosing the Information to the Warrant Holder. The Warrant Holder understands, based on its experience, the disadvantage to which it is subject due to the disparity of information between the Warrant Holder and the Company. Notwithstanding such disparity, the Warrant Holder has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated hereby. The Warrant Holder agrees that the Shares will not be transferable under any circumstances unless registered by none of the Company or its affiliates, principals, stockholders, directors, officers, employees and agents shall have any liability to the Warrant Holder or its affiliates, principals, stockholders, partners, employees, agents, grantors or beneficiaries, whatsoever due to or in accordance connection with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement non-disclosure of the Information or otherwise as a result of the transaction contemplated hereby, and the Warrant Holder hereby irrevocably waives any claim that it might have based on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act failure of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (to disclose the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictionsInformation. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to Warrant Holder acknowledges that (i) ask questions of and receive answers from the Seller and the Company concerning is relying on the terms Warrant Holder’s representations, warranties, acknowledgments and conditions of agreements in this Agreement as a condition to proceeding with the Sharestransaction contemplated hereby, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares representations, warranties and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to agreements, the Company would not enter into this Agreement or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined engage in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companytransaction.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, Such Seller (a) is either not a “U.S. Person,” as set forth herein. Such Buyer hereby acknowledges that an investment such term is defined in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk Rule 902 of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), Regulation S under the Securities Act Act, or is an “accredited investor,” as such term is defined in Rule 501(a) of 1933, as amended (Regulation D under the “Securities Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and ; (b) a stock escrow agreement with respect to such shares, in each case as described in is acquiring its portion of the Registration Statement, and that any certificates evidencing the Exchange Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, itself for investment purposes only, and are not being purchased with a view towards any resale or distribution of such Exchange Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available, and (iii) are subject to additional restrictions on transfer pursuant to such Seller’s Lock-Up Agreement; and (d) is aware that an investment in Buyer is a speculative investment and is subject to the risk of complete loss. Such Seller does not have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. Such Seller is capable of evaluating the risks and merits of an investment in Buyer and of protecting its interests in connection with this investment. Such Seller has carefully read and understands all materials provided by or on behalf of Buyer or its Representatives to such Seller or such Seller’s Representatives pertaining to an investment in Buyer and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Such Seller acknowledges that the resaleExchange Shares are subject to dilution for events not under the control of such Seller. Such Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, distributionaccountant, subdivision financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or fractionalization advice by Buyer or its Representatives. Such Seller acknowledges and agrees that, except as set forth in Article III (including the related portions of the Buyer Disclosure Schedules), no representations or warranties have been made by Buyer or any of its Representatives, and that such Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event of the distribution of any cash, property or other interest in Buyer or (ii) the profitability or value of the Exchange Shares in any manner whatsoever. Such Seller: (A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and has declined to do so); (B) has had the full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the contents hereof and the meaning, intent and legal effect thereof; and such Buyer (E) is competent to execute this Agreement and has no present plans to enter into any contractexecuted this Agreement free from coercion, undertaking, agreement duress or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each The Buyer represents Notes are being acquired by the Seller for his respective accounts, for investment purposes and warrantsnot with a view to the sale or distribution of all or any part of the Buyer Notes, nor with respect any present intention to himself sell or herself onlyin any way distribute the same, as set forth herein. Such Buyer hereby acknowledges that an investment those terms are used in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating and the rules and regulations promulgated thereunder. The Seller has sufficient knowledge and experience in financial matters so as to a contemplated underwritten public offering by be capable of evaluating the Company (merits and risks of purchasing the “Public Offering”))Buyer Notes. Such Buyer further understands The Seller has reviewed copies of such documents and agrees that Buyer will be required other information as the Seller has deemed necessary in order to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement make an informed investment decision with respect to such sharesits acquisition of the Buyer Notes. The Seller understands that the Buyer Notes may not be sold, in each case as described in transferred or otherwise disposed of without registration under the Registration StatementSecurities Act or the availability of an exemption therefrom, and that any certificates evidencing in the Shares bear a legend referring to such transfer restrictionsabsence of an effective registration statement covering the Buyer Notes or an available exemption from registration under the Securities Act, the Buyer Notes must be held indefinitely. Further, the Seller understands and has the financial capability of assuming the economic risk of an investment in the Buyer Notes for an indefinite period of time. The Shares Seller has been advised by the Buyer that the Seller will not be able to dispose of the Buyer Notes, or any interest therein, without first complying with the relevant provisions of the Securities Act and any applicable state securities laws. The Seller understands that the provisions of Rule 144 promulgated under the Securities Act, permitting the routine sales of the securities of certain issuers subject to the terms and conditions thereof, are being acquired solely for such Buyer’s own account, for investment purposes onlynot currently, and are may not being purchased hereafter be, available with a view respect to the Buyer Notes. The Seller acknowledges that the Buyer is under no obligation to register the Buyer Notes except as otherwise expressly set forth in this Agreement or for to furnish any information or take any other action to assist the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning undersigned in complying with the terms and conditions of any exemption which might be available under the Shares, and the business and financial condition Securities Act or any state securities laws with respect to sales of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment Notes in the Companyfuture. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer The Seller is an “accredited investorAccredited Investor” as defined in rule 501 (a) of Regulation D promulgated by the Securities and Exchange Commission under of the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself onlySubscriber is acquiring the Company Consideration Shares (or, as set forth applicable, the Subscriber Company Shares) solely for its own account for the purpose of investment and not with a view to, or for resale in connection with, the public sale or distribution thereof in violation of any applicable Law (including the Securities Act); provided, however, that by making the representations herein, Subscriber does not agree to hold the Company Consideration Shares (or, as applicable, the Subscriber Company Shares) for any minimum or other specific term and reserves the right to dispose of all or any part of the Company Consideration Shares (or, as applicable, the Subscriber Company Shares) at any time in accordance with or pursuant to a registration statement or an exemption from registration under the Securities Act. Such Buyer hereby Subscriber acknowledges that the Company Consideration Shares (or, as applicable, the Subscriber Company Shares) have not been registered under the Securities Act or under other applicable Law and that the Company Consideration Shares (or, as applicable, the Subscriber Company Shares) will bear a legend restricting transfer except in compliance with the Securities Act and other applicable Law, and that the Company Consideration Shares (or, as applicable, the Subscriber Company Shares) may not be transferred or sold except in accordance with the registration requirements of the Securities Act and other applicable Law, or pursuant to an investment applicable exemption therefrom. Subscriber (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters (including the Shares involves certain significant risks. Such Buyer has no need for liquidity industries and businesses in which the Company operates) so as to be capable of evaluating the merits and risks of its investment in the Company Consideration Shares for (or, as applicable, the foreseeable future Subscriber Company Shares) and is able to bear capable of bearing the risk economic risks of that investment for an indefinite periodsuch investment. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer Subscriber is an “accredited investor” as defined in Regulation D promulgated by Rule 501(a) under the Securities and Exchange Commission under the Act. In making the event such Buyer does not join decision to enter into this Agreement and to consummate the Board Transactions, Subscriber has relied solely on its own independent investigations, analyses and evaluations of Directors the Company, and the representations, warranties, covenants and agreements of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyset forth in this Agreement.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby (i) Investor acknowledges being informed that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, common stock is being received as may be amended (part of the “Registration Statement”), purchase consideration and delivered at closing to Investor is not registered under the Securities Act of 1933, as amended ; (the “Act”), relating ii) Investor has not obtained any representative to a contemplated underwritten public offering by review or evaluate its purchase of common stock in the Company and, by reason of Investors knowledge and experience in financial and business matters in general, Investor is capable of evaluating the merits and risks of this transaction; seller has been afforded the opportunity to have his financial and or legal advisor review or evaluate the merits of the transaction herein contemplated. (the “Public Offering”)). Such Buyer further understands iii) Investor has examined this Agreement and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given access to all underlying documents related to this transaction, or will be on or before the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the SharesClosing date, and is (or will be) satisfied that it has received such information as Investor deems necessary or appropriate as a prudent and knowledgeable investor to verify the business accuracy of such information and financial condition to evaluate the merits and risks of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment buying common stock in the Company. Such Buyer Investor has carefully evaluated its financial resources, investment condition and the risks attendant upon this investment, and acknowledges that it is not relying on any oral representation made by any person as able to bear the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by economic risks of this investment; (iv) Investor realizes that neither the Securities and Exchange Commission under nor the Act. In securities regulatory body of any country or state has received, considered or passed upon the event such Buyer does not join accuracy or adequacy of the Board information and representations made in this Agreement; (v) At the time of Directors this Agreement or on or before the Closing, Investor reviewed the economic consequences of this Agreement, was afforded access to the books and records of the Company upon (including but not limited to corporate minute book and filings with the consummation U.S. Securities and Exchange Commission), conducted an independent investigation of the Public Offering (whether and either at the election business of the Company Company, and was fully familiar with the financial affairs of the Company. Investor has received and reviewed the Company’s financial statements as filed with the SEC, as well as any other documents or such Buyer for any reason)other information desired by Investor, then and Investor has had the Buyer shall promptly return opportunity to discuss the sale of the Shares to with Fund and the Company., and Investor has obtained or been given access to all information concerning, including information concerning the Closing, that Investor has requested; (vii) Investor confirms that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company and of making an informed investment decision. Investor understands the term "accredited investor" as used in Regulation D promulgated under the

Investment Representations. Each Buyer By acceptance of this Warrant, the Holder represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges the Company that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares this Warrant is being acquired for the foreseeable future Holder's own account and is able to bear for the risk purpose of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to to, or for sale in connection with, the resaledistribution thereof, distribution, subdivision nor with any present intention of distributing or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement selling this Warrant or arrangement for such resale, distribution, subdivision or fractionalizationthe Common Stock issuable upon exercise of the Warrant. Such Buyer The Holder acknowledges that the Holder has been given afforded the opportunity to (i) meet with the management of the Company and to ask questions of of, and receive answers from the Seller from, such management and the Company's counsel about the business and affairs of the Company and concerning the terms and conditions of the Sharesoffering of this Warrant, and the business and financial condition of the Company and (ii) to obtain any additional information information, to the extent that the Seller possesses Company possessed such information or can could acquire it without unreasonable effort or expense that is expense, necessary to assist such Buyer in evaluating verify the advisability accuracy of the purchase information otherwise obtained by or furnished to the Holder in connection with the offering of this Warrant. The Holder asserts that it may be considered to be a sophisticated investor, is familiar with the Shares and an investment risks inherent in speculative investments such as in the Company, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in this Warrant and the Common Stock issuable upon exercise of this Warrant, and is able to bear the economic risk of the investment. Such Buyer is The Holder acknowledges and agrees that this Warrant and, except as otherwise provided in the Registration Rights Agreement between the original Holder of this Warrant and the Company, as amended or modified from time to time (the "Registration Rights Agreement"), the shares of Common Stock issuable upon exercise of this Warrant (if any) have not relying on been (and at the time of acquisition by the Holder, will not have been or will not be) registered under the Securities Act or under the securities laws of any oral representation made by state, in reliance upon certain exemptive provisions of such statutes. The Holder recognizes and acknowledges that such claims of exemption are based, in part, upon the representations of the Holder contained herein. The Holder further recognizes and acknowledges that because this Warrant and, except as provided in the Registration Rights Agreement, the Common Stock issuable upon exercise of this Warrant (if any) are unregistered, they may not be eligible for resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any person applicable state securities laws, or pursuant to a valid exemption from such registration requirements. Unless the shares of Common Stock have theretofore been registered for resale or are otherwise exempt from registration under the Securities Act, the Company may require, as a condition to the Company or its operationsissuance of Common Stock upon the exercise of this Warrant (i) in the case of an exercise in accordance with Section 1.1 hereof, financial condition or prospects. Such Buyer is an “accredited investor” a confirmation as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation date of exercise of the Public Offering Holder's representations pursuant to this Section 17 or (whether ii) in the case of an exercise in accordance with Section 1.2 hereof, an opinion of counsel (in form, scope and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares substance reasonably satisfactory to the Company) that the shares of Common Stock to be issued upon such exercise may be issued without registration under the Securities Act.

Investment Representations. Each Buyer Purchaser represents and warrantswarrants to, and covenants with, the Company that: (i) Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to himself or herself onlyinvestments in securities presenting an investment decision like that involved in the purchase of the Securities, as and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Securities; (ii) Purchaser is acquiring the number of Securities set forth herein. Such Buyer hereby acknowledges that an above for its own account for investment only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration Statement (as defined in Section 6 hereof)); (iii) Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold Securities except in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1Securities Act of 1933, as may be amended (the “Registration Statement”"Securities Act"), and the rules and regulations promulgated thereunder; (iv) Purchaser has, in connection with its decision to purchase the number of Securities set forth above, relied solely upon the 1996 Company Filings and the documents incorporated therein by reference and the representations and warranties of the Company contained herein; and (v) Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. Purchaser acknowledges that each certificate representing the Shares, the Warrants and the Warrant Shares shall be imprinted with a legend substantially in the following form: "The securities represented hereby have not been registered under the Securities Act of 1933, as amended (the “"Act”"), relating or under the securities laws of any state. These securities are subject to a contemplated underwritten public offering by restrictions on transferability and resale and may not be transferred or resold except as permitted under the Company (Act and the “Public Offering”))applicable state securities laws, pursuant to registration or exemption therefrom. Such Buyer further understands The issuer of the securities may require an opinion of counsel in form and agrees that Buyer will be required substance satisfactory to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect issuer to such shares, in each case as described in the Registration Statement, and effect that any certificates evidencing proposed transfer or resale is in compliance with the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, Act and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyapplicable state securities laws."

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in Xxxxxxx is acquiring the Shares involves certain significant risksand the Warrants for its own account, for investment, and not with a view toward the resale or distribution thereof. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to Xxxxxxx understands that it must bear the economic risk of that such investment for an indefinite period. Such Buyer acknowledges period of time because the sale and hereby agrees that issuance of the Shares will and the Warrants are not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act or any applicable state securities laws, and may not be resold unless subsequently registered under the Securities Act and such other laws, or unless an exemption from such registration is available. Xxxxxxx also understands that, except as provided in the Registration Rights Agreement, it is not contemplated that any registration will be made under the Securities Act to permit resale of 1933the Shares and Warrants. Xxxxxxx agrees not to pledge, as amended transfer, convey or otherwise dispose of any of the Shares and the Warrants, except in a transaction that is the subject of either (i) an effective Registration Statement under the “Act”)Securities Act and any applicable state securities laws, relating to a contemplated underwritten public offering by or (ii) an exemption under the Company (the “Public Offering”))Securities Act or such state securities laws. Such Buyer further understands and Xxxxxxx agrees that Buyer each certificate representing Shares or Warrants will contain a restrictive legend restricting the sale, transfer or other disposition of the Shares or Warrants unless the Shares and/or Warrants are registered under the Securities Act or laws or exemptions from registration are available. Xxxxxxx acknowledges that stop transfer instructions will be required given to execute SSG's transfer agent for the Shares. Xxxxxxx further acknowledges that is has received copies of the Reports and deliver (a) a letter agreement including, among other provisions, has had the foregoing transfer restrictionsopportunity to ask questions of, and (b) a stock escrow agreement receive answers from, officers of SSG with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company SSG and (ii) to obtain any additional information that the Seller possesses necessary to verify such information or can acquire it without unreasonable effort or expense expense. Xxxxxxx further represents that it is necessary to assist an "accredited investor" as such Buyer term is defined in evaluating the advisability Rule 501 of Regulation D of the purchase SEC under the Securities Act and that it has not been formed for the purpose of purchasing the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the CompanyWarrants.

Investment Representations. Each The Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such follows: The Buyer hereby acknowledges that an investment in the Shares Private Placement Warrants involves certain significant risks. Such The Buyer has no need for liquidity in its investment in the Shares Private Placement Warrants for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such The Buyer acknowledges and hereby agrees that the Shares Private Placement Warrants (and the shares of common stock issuable upon exercise thereof) have not been registered under the Securities Act of 1933, as amended (the “Act”) will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such the Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (File Number 333-191587) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such The Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares Private Placement Warrants bear a legend referring to such the foregoing transfer restrictions. The Shares Private Placement Warrants are being acquired solely for such the Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such the Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such The Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller Assignor and the Company concerning the terms and conditions of the SharesPrivate Placement Warrants, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller Assignor possesses or can acquire without unreasonable effort or expense that is necessary to assist such the Buyer in evaluating the advisability of the purchase of the Shares Private Placement Warrants and an investment in the Company. Such The Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such The Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In The Buyer acknowledges, and agrees to be bound by, the event such Buyer does not join the Board of Directors terms and provisions of the Securities Escrow Agreement dated November 13, 2013 among the Company upon and the consummation other parties thereto (the “Escrow Agreement”), and that the Private Placement Warrants shall remain in escrow until the termination of the Public Offering Escrow Period (whether and either at as defined in the election of the Company or such Buyer for any reasonEscrow Agreement), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents (A) The Shareholder (i) is acquiring the shares of the Purchaser Common Stock, being issued to her pursuant to the Merger for investment and warrants, for her own account and not as a nominee or agent for any other person and with respect to himself no present intention of distributing or herself only, as set forth herein. Such Buyer hereby acknowledges reselling such shares or any part thereof in any transactions that an investment would be in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk violation of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933or any state securities or "blue-sky" laws, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (aii) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the had an opportunity to (i) ask questions of and receive has received satisfactory answers from the Seller officers of Purchaser or persons acting on Purchaser's behalf concerning Purchaser and the Company concerning the terms and conditions of an investment in Purchaser Common Stock, (iii) has sufficient knowledge and experience in financial affairs and is capable of evaluating the Sharesrisks of acquiring and holding shares of Purchaser Common Stock, and the (iv) is aware of Purchaser's business affairs and financial condition and has acquired sufficient information about Purchaser to reach an informed and knowledgeable decision to acquire the shares of Purchaser Common Stock to be issued to her in the Merger, (v) can afford to suffer a complete loss of her investment in shares of Purchaser Common Stock and (vi) understands (1) that the shares of Purchaser Common Stock to be issued to her in the Merger have not been registered for sale under the Securities Act or any state securities or "blue-sky" laws in reliance upon an exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Company investment intent of the Shareholder as expressed hereunder, (2) that such shares of Purchaser Common Stock must be held indefinitely and not sold until such shares are registered under the Securities Act and any applicable state securities or "blue-sky" laws, unless an exemption from such registration is available, (3) that, except as provided in Section 6.3, Purchaser is under no obligation to so register such shares and (ii4) obtain any additional information that the Seller possesses certificates evidencing such shares will be imprinted with a legend in the form set forth in Section 6.2(b) that prohibits the transfer of such shares, except as provided in Section 6.2. The Shareholder is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act. The Shareholder has no plan or can acquire without unreasonable effort intention to sell, exchange or expense that is necessary to assist such Buyer in evaluating the advisability dispose of any of the purchase shares of Company Common Stock received in connection with the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companytransactions contemplated herein.

Investment Representations. Each Buyer CL represents and warrants, with respect warrants to MGMT on behalf of himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in and the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended Designees (the “Registration StatementInvestors”), ) that: each Investor is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), relating is financially able to a bear the economic risks of acquiring the Shares and the other transactions contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictionshereby, and (b) a stock escrow agreement has no need for liquidity in this investment. Each Investor has such knowledge and experience in financial and business matters in general, and with respect to such sharesbusinesses of a nature similar to the business of MGMT, in each case so as described in to be capable of evaluating the Registration Statementmerits and risks of, and that any certificates evidencing making an informed business decision with regard to, the acquisition of the Shares. Each Investor is acquiring the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s his or its own account, for investment purposes only, account and are not being purchased with a view to or for resale in connection with any distribution or public offering thereof, within the resalemeaning of any applicable securities laws and regulations, distribution, subdivision unless such distribution or fractionalization thereof; and offering is registered under the Securities Act or an exemption from such Buyer registration is available. Each Investor has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from received all the Seller and information he has deemed necessary to make an informed investment decision with respect to the Company concerning the terms and conditions acquisition of the Shares, and including the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by MGMT has filed publicly with the Securities and Exchange Commission (the “SEC”), (ii) had an opportunity to make such investigation as he or it has desired pertaining to MGMT and the acquisition of an interest therein, and to verify the information which is, and has been, made available to him or it and (iii) had the opportunity to ask questions of MGMT concerning its business and operations. Each Investor has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Each Investor realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the SEC under the Securities Act. In , the event such Buyer does not join the Board of Directors resale of the Company Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Each Investor understands that any resale of the Shares by him or it must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for MGMT at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Each Investor acknowledges and consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.” Each Investor understands that the Shares are being sold to pursuant to the exemption from registration and that MGMT is relying upon the consummation representations made herein as one of the Public Offering (whether and either at bases for claiming the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyexemption.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver Seller: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Commission Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable U.S. state securities Laws (ii) have not been and at Closing shall not be, registered under the Securities Act or any applicable U.S. state securities Laws and, therefore, must be held indefinitely and cannot be resold unless and until such Exchange Shares are registered under the Securities Act and all applicable U,S. state securities Laws, unless exemptions from registration are available; and (iii) may be subject to additional restrictions on transfer pursuant to such Seller’s Lock-Up Agreement (if applicable); (d) is aware that an investment in Pubco is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that except as set forth in the Seller Registration Rights Agreement, Pubco is under no obligation hereunder to register the Exchange Shares under the Securities Act. In No Seller has any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), such Seller is capable of evaluating the risks and merits of an investment in Pubco and of protecting its interests in connection with this investment. Such Seller has carefully read and understands all materials provided by or on behalf of Pubco, Purchaser or their respective Representatives to such Seller or such Seller’s Representatives pertaining to an investment in Pubco and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Such Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Such Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by Pubco, Purchaser, Merger Sub, the Target Companies, or their respective Representatives. Such Seller acknowledges and agrees that, except as set forth in Article IV, Article V, Article VI (including the related portions of the Purchaser Disclosure Schedules and the Company Disclosure Schedules) no representations or warranties have been made by Pubco, Merger Sub, Purchaser, the Target Companies, or any of their respective Representatives, and that such Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in Pubco or (ii) the consummation profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Such Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and any Ancillary Documents to which such Seller is or will be required to be a party, has executed this Agreement and such Buyer for any reason)Ancillary Documents free from coercion, then the Buyer shall promptly return the Shares to the Companyduress or undue influence.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller Sellers and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses Sellers possess or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer Member is an “accredited investor” as defined in Regulation D Rule 501(a) promulgated under the Securities Act, is acquiring the shares of Common Stock of WinSonic for his own account, with the present intention of holding such shares for investment and not with a view of participating, directly or indirectly, in any resale or distribution of the shares or any part thereof. By executing this Agreement, each Member further represents that such Member does not have 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 the Common Stock of WinSonic. Said Members are not “dealers” of securities (as that term in defined in the Securities Act). Each Member has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the transactions contemplated under this Agreement. Each Member’s financial condition is such that it is able to bear all economic risks of investment in the Common Stock of WinSonic, including a complete loss of its investment therein. The Members acknowledge that WinSonic and AI have provided the Members with adequate access to financial and other information concerning WinSonic as considered necessary or appropriate regarding the Acquisition and the receipt of the Common Stock of WinSonic, and each Member has had the opportunity to ask questions of and receive answers from WinSonic concerning the transactions contemplated by this Agreement and to obtain therefrom any additional information necessary to make an informed decision regarding an investment in WinSonic. Each Member is aware that the Common Stock of WinSonic will not be registered under the Securities Act, and that neither the Common Stock of WinSonic nor any interest therein may be sold, pledged, or otherwise transferred unless such transaction or transactions in the Common Stock of WinSonic is or are registered under the Securities Act or qualify for an exemption under the Securities Act. In this connection, each Member represents that it is familiar with Rule 144 of the Securities and Exchange Commission under (“SEC”), as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. In Each Member understands that the event such Buyer does not join certificates evidencing the Board Common Stock of Directors of WinSonic will bear the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for following legends, in addition to any reason)legend required by applicable state securities laws: “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, then the Buyer shall promptly return the Shares to the CompanyAS AMENDED AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT HAS BEEN MADE OR UNLESS AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS HAVE BEEN ESTABLISHED, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933.”

Investment Representations. Each Buyer represents The Shareholder is acquiring the Consideration Shares for his own account with the present intention of holding such securities for purposes of investment, and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer he has no need for liquidity intention of distributing such Consideration Shares, or selling, transferring or otherwise disposing of such Consideration Shares in its investment a public distribution, in any of such instances, in violation of the federal securities laws of the United States of America. The Shareholder understands that as of the Closing, (a) the Consideration Shares for will be “restricted securities,” as defined in Rule 144 promulgated under the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Securities Act; (b) such Consideration Shares will not be transferable registered under the Securities Act, will be subject to restrictions on transfer and will be issued in reliance on exemptions for private offerings contained in Section 4(a)(2) of the Securities Act and or Regulation S promulgated thereunder; (c) neither Parent nor the Merger Sub has any circumstances unless registered obligation to so register the Consideration Shares for resale; and (d) the Consideration Shares may not be distributed, re-offered or resold except through a valid and effective registration statement or pursuant to a valid exemption from the registration requirements under the Securities Act at such time as the Consideration Shares become eligible for resale by the Company Shareholder. The Shareholder acknowledges that upon any future distribution by him of the Consideration Shares to any other third party, as a condition precedent to such distribution, the receiving party(ies) will be required to execute agreements for the benefit of Parent in accordance with federal a form and state securities laws or sold in compliance with an exemption under such laws substance satisfactory to it acknowledging and such transfer complies with all applicable lock-up consenting to the foregoing investment representations and the restrictions on such Buyer (as described in transfer. The certificates evidencing the Company’s draft registration statement on Form S-1, as may be amended (Consideration Shares shall contain the following legend: “Registration Statement”), The shares of common stock evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees shares may not be sold, transferred, pledged, hypothecated or otherwise disposed of unless they have been so registered or Bright Mountain Media, Inc. shall have received an opinion of counsel satisfactory to it to the effect that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing registration thereof for purposes of transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission required under the Act. In Act or the event such Buyer does not join the Board securities laws of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companystate.”

Investment Representations. Each Buyer represents AOL (a) is acquiring the shares of the Purchaser Common Stock, being issued to it pursuant to the Merger for investment and warrants, for its own account and not as a nominee or agent for any other person and with respect to himself no present intention of distributing or herself only, as set forth herein. Such Buyer hereby acknowledges reselling such shares or any part thereof in any transactions that an investment would be in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk violation of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933or any state securities or "blue-sky" laws, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the had an opportunity to (i) ask questions of and receive has received satisfactory answers from the Seller officers of Purchaser or persons acting on Purchaser's behalf concerning Purchaser and the Company concerning the terms and conditions of an investment in Purchaser Common Stock, (c) has sufficient knowledge and experience in financial affairs and is capable of evaluating the Sharesrisks of acquiring and holding shares of Purchaser Common Stock, and the (d) is aware of Purchaser's business affairs and financial condition and has acquired sufficient information about Purchaser to reach an informed and knowledgeable decision to acquire the shares of Purchaser Common Stock to be issued to it in the Merger, (e) can afford to suffer a complete loss of its investment in shares of Purchaser Common Stock and (f) understands (i) that the shares of Purchaser Common Stock to be issued to it in the Merger have not been registered for sale under the Securities Act or any state securities or "blue-sky" laws in reliance upon an exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Company and investment intent of AOL as expressed hereunder, (ii) obtain that such shares of Purchaser Common Stock must be held indefinitely and not sold until such shares are registered under the Securities Act and any additional information applicable state securities or "blue-sky" laws, unless an exemption from such registration is available, (iii) that, except as provided in Section 6.3, Purchaser is under no obligation to so register such shares and (iv) that the Seller possesses certificates evidencing such shares will be imprinted with a legend in the form set forth in Section 6.2(b) that prohibits the transfer of such shares, except as provided in Section 6.2. AOL is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act. AOL has no plan or can acquire without unreasonable effort intention to sell, exchange or expense that is necessary to assist such Buyer in evaluating the advisability dispose of any of the purchase shares of Company Common Stock received in connection with the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companytransactions contemplated herein.";

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and Such Seller: (ba) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Commission Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and such Seller has complied with the requirements set forth in Section 7.7(b), and (iii) are subject to additional restrictions on transfer pursuant to such Seller’s Lock-Up Agreement (if applicable); (d) is aware that an investment in Pubco is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that unless otherwise agreed Pubco is under no obligation hereunder to register the Exchange Shares under the Securities Act. In Such Seller does not have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), such Seller is capable of evaluating the risks and merits of an investment in Pubco and of protecting its interests in connection with this investment. Such Seller has carefully read and understands all materials provided by or on behalf of Pubco, DMAC or their respective Representatives to such Seller or such Seller’s Representatives pertaining to an investment in Pubco and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Such Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Such Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by Pubco, DMAC or their respective Representatives. Such Seller acknowledges and agrees that, except as set forth in Article IV (including the related portions of the DMAC Disclosure Schedules) and Article V, no representations or warranties have been made by Pubco, Merger Sub, DMAC or any of their respective Representatives, and that such Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in Pubco or (ii) the consummation profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Such Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each The Members are acquiring, or will acquire, the shares of Buyer represents Common Stock for their own account with the present intention of holding such securities for purposes of investment, and warrantsit has no intention of distributing such shares of Buyer Common Stock, with respect or selling, transferring or otherwise disposing of such shares of Buyer Common Stock in a public distribution, in any of such instances, in violation of the federal securities laws of the United States of America. The Member understands that (a) the shares of Buyer Common Stock will be “restricted securities,” as defined in Rule 144 promulgated under the Securities Act; (b) such shares of Buyer Common Stock will be subject to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment restrictions on transfer and will be issued in reliance on exemptions for private offerings contained in Section 4(a)(2) of the Shares involves certain significant risks. Such Securities Act; (c) the Buyer has no need obligation to so register the shares of Buyer Common Stock for liquidity in its investment in resale; and (d) the Shares shares of Buyer Common Stock may not be distributed, re-offered or resold except through a valid and effective registration statement or pursuant to a valid exemption from the registration requirements under the Securities Act at such time as the shares of Buyer Common Stock become eligible for resale by the Member. The Member acknowledges that upon any future distribution by him of the shares of Buyer Common Stock to any other third party, as a condition precedent to such distribution, the receiving party(ies) will be required to execute agreements for the foreseeable future benefit of Buyer in a form and is able substance satisfactory to bear it acknowledging and consenting to the risk of that foregoing investment for an indefinite period. Such Buyer acknowledges representations and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such transfer. The certificates evidencing the shares of Buyer (as described in Common Stock shall contain the Company’s draft registration statement on Form S-1, as may be amended (the following legend: “Registration Statement”), The shares of common stock evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees shares may not be sold, transferred, pledged, hypothecated or otherwise disposed of unless they have been so registered or Bright Mountain Media, Inc. shall have received an opinion of counsel satisfactory to it to the effect that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing registration thereof for purposes of transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission required under the Act. In Act or the event such Buyer does not join the Board securities laws of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companystate.”

Investment Representations. Each Buyer Management Investor represents -------------------------- and warrants, with respect warrants to himself Sub that (a) he is acquiring the Acquired Securities being acquired hereunder or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (Management Investor's Option Agreement without a view to the distribution thereof except as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under permitted by the Securities Act of 1933, as amended amended, and the General Rules and Regulations thereunder (the “"Act”"), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect he has been advised that the Sub Common Stock has not been and the other Acquired Securities will not be registered under the Act, the Acquired Securities must be held indefinitely and such Management Investor must continue to such shares, in each case as described bear the economic risk of the investment in the Registration StatementAcquired Securities unless they are subsequently registered under the Act or an exemption from such registration is available, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or no public market for the resaleAcquired Securities can be anticipated, distribution(c) he is familiar with the business and financial condition, subdivision or fractionalization thereof; properties, operations and such Buyer has no present plans to enter into any contractprospects of Sub and the Company and the terms and the effects of the Merger, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer (d) he has been given the opportunity to (i) obtain any information or documents and to ask questions of and receive answers from the Seller about Sub and the Company concerning the terms and conditions of the Shares, and the business and prospects of Sub and the Company that he deems necessary to evaluate the merits and risks related to his investment in the Acquired Securities, including, without limitation, information, documents, questions and answers related to the Merger, and no representations concerning such matters or any other matters have been made to the Management Investor, (e) his financial condition is such that he can afford to bear the economic risk of holding the unregistered Acquired Securities for an indefinite period of time and he has adequate means for providing for his current needs and personal contingencies, and (f) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Company Acquired Securities as contemplated by this Agreement. Each Management Investor acknowledges that this Agreement constitutes, and accordingly the Acquired Securities are to be issued pursuant to, either (i) a written compensatory or benefit plan satisfying the requirements of Rule 701 promulgated under the Act or (ii) obtain any additional information that another exemption from the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability registration requirements of the purchase of the Shares federal and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companystate securities laws.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. follows: Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such the foregoing transfer restrictions. Such Buyer also acknowledges and hereby agrees that such Buyer shall return to the Company for cancellation, at no cost, (i) 2,143 Shares held by each such Buyer to the extent the underwriters’ over-allotment (as described in the Registration Statement) is not exercised in full and (ii) its Buyer Earnout Shares in the event that the last sales price of the Company’s stock does not equal or exceed $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within one year following the closing of the Company’s initial business combination (as described in the Registration Statement). The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”))IPO. Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering IPO (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents The Investor hereby acknowledges, represents, warrants and warrantsagrees as follows: The Investor has reviewed the SEC Reports and the financial statements contained therein. The Investor acknowledges that the Company has made available to the Investor all documents and information that it has requested relating to the Company and have provided answers to all of its questions concerning the Company and the Warrants and the Preferred Shares. In evaluating the suitability of the acquisition of the Warrants and the Preferred Shares hereunder, with respect to himself the Investor has not relied upon any representations or herself only, other information (whether oral or written) other than as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves SEC Reports or in this Agreement. ------------------- *Confidential treatment requested as to certain significant risksportions, which portions are omitted and filed separately with the Commission. Such Buyer has no need for liquidity The Investor is an "accredited investor" as defined in its investment in Rule 501(a)(3) of the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite periodSecurities Act. Such Buyer acknowledges and hereby agrees The Investor understands that the offering of the Warrants and the Preferred Shares will has not be transferable under any circumstances unless been registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act or the securities laws of 1933any state or other jurisdiction and that such Warrants and the Preferred Shares must be held indefinitely unless an exemption from registration is available. The Investor understands that the offering and sale of the Warrants and the Preferred Shares is intended to be exempt from registration under the Securities Act, as amended (the “Act”by virtue of Section 3(b), relating to a contemplated underwritten public offering by Section 4(2) and/or Section 4(6) of the Securities Act and the provisions of Regulation D promulgated thereunder, based, in part, upon the representations, warranties and agreements of the Investor contained in this Agreement and the Company (may rely on such representations, warranties and agreements in connection therewith. The Investor will not transfer the “Public Offering”))Warrants and the Preferred Shares in violation of the provisions of any applicable Federal or state securities statute. Such Buyer further understands The Investor is acquiring the Warrants and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictionsPreferred Shares for investment, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to the resale or for the resale, distribution, subdivision or fractionalization distribution thereof; and such Buyer it has no present plans to enter into any contractintention of selling, undertakingnegotiating, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given otherwise disposing of the opportunity to (i) ask questions of and receive answers from the Seller Warrants and the Company concerning Preferred Shares. The Investor's financial condition and investments are such that it is in a financial position to hold the terms Warrants and conditions the Preferred Shares for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, such Warrants and the Preferred Shares. In addition, by virtue of its expertise, the advice available to it, and its previous investment experience, the Investor has sufficient knowledge and experience in financial and business matters, investments, securities, and private placements and the capability to evaluate the merits and risks of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made transactions contemplated by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companythis Agreement.

Investment Representations. Each Buyer Such Seller hereby represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges warrants that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver it: (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by of the Securities Act; (b) has substantial experience in evaluating and Exchange Commission investing in securities of companies similar to Buyer so that it is capable of evaluating the merits and risks of its investment in Buyer and has the capacity to protect its own interests; (c) understands that the acquisition of its Allocable Portion of the Stock Consideration hereunder is a speculative investment which involves a high degree of risk of loss of its investment therein, is able to bear the economic risk of its investment in its Allocable Portion of the Stock Consideration for an indefinite period of time, including the risk of a complete loss of such investment in such securities and acknowledges that its Allocable Portion of the Stock Consideration has not been registered under the Act. In Securities Act and, therefore cannot be sold unless subsequently registered under the event Securities Act or an exemption from such Buyer does not join the Board of Directors registration is available; (d) is acquiring its Allocable Portion of the Company upon Stock Consideration for investment for its own account, not as a nominee or agent, and not with the consummation view to, or for resale in connection with, any distribution thereof in violation of, or that could cause Buyer to be in violation of, applicable Law, understands that its Allocable Portion of the Public Offering (whether Stock Consideration has not been, and either at will not be, registered under the election Securities Act and is being offered hereby by reason of an exemption from the registration requirement of the Company or Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of its representations as expressed herein; and (e) has had the opportunity to obtain all information requested by it and has had the opportunity to meet with representatives of Buyer and to have them answer any questions and provide such Buyer for any reason)additional information regarding the terms and conditions of the transactions contemplated hereby and the business and prospects of Buyer, then the Buyer shall promptly return the Shares all of which questions have been answered and all of which requested information has been provided to the Companyits full satisfaction.

Investment Representations. Each Buyer By acceptance of this Warrant, the Holder represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges the Company that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares this Warrant is being acquired for the foreseeable future Holder's own account and is able to bear for the risk purpose of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to to, or for sale in connection with, the resaledistribution thereof, distribution, subdivision nor with any present intention of distributing or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement selling the Warrant or arrangement for such resale, distribution, subdivision or fractionalizationthe Common Stock issuable upon exercise of the Warrant. Such Buyer The Holder acknowledges that the Holder has been given afforded the opportunity to (i) meet with the management of the Company and to ask questions of of, and receive answers from the Seller from, such management and the Company's counsel about the business and affairs of the Company and concerning the terms and conditions of the Sharesoffering of this Warrant, and the business and financial condition of the Company and (ii) to obtain any additional information information, to the extent that the Seller possesses Company possessed such information or can could acquire it without unreasonable effort or expense that is expense, necessary to assist such Buyer in evaluating verify the advisability accuracy of the purchase information otherwise obtained by or furnished to the Holder in connection with the offering of this Warrant. The Holder asserts that it may be considered to be a sophisticated investor, is familiar with the Shares and an investment risks inherent in speculative investments such as in the Company, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in this Warrant and the Common Stock issuable upon exercise of this Warrant, and is able to bear the economic risk of the investment. Such Buyer is The Holder acknowledges and agrees that this Warrant and, except as otherwise provided in the Registration Rights Agreement between the original Holder of this Warrant and the Company, as amended or modified from time to time (the "Registration Rights Agreement"), the shares of Common Stock issuable upon exercise of this Warrant (if any) have not relying on been (and at the time of acquisition by the Holder, will not have been or will not be) registered under the Securities Act or under the securities laws of any oral representation made by state, in reliance upon certain exemptive provisions of such statutes. The Holder recognizes and acknowledges that such claims of exemption are based, in part, upon the representations of the Holder contained herein. The Holder further recognizes and acknowledges that because this Warrant and, except as provided in the Registration Rights Agreement, the Common Stock issuable upon exercise of this Warrant (if any) are unregistered, they may not be eligible for resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any person applicable state securities laws, or pursuant to a valid exemption from such registration requirements. Unless the shares of Common Stock have theretofore been registered for resale or are otherwise exempt from registration under the Securities Act, the Company may require, as a condition to the Company or its operationsissuance of Common Stock upon the exercise of this Warrant (i) in the case of an exercise in accordance with Section 1.1 hereof, financial condition or prospects. Such Buyer is an “accredited investor” a confirmation as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation date of exercise of the Public Offering Holder's representations pursuant to this Section 17 or (whether ii) in the case of an exercise in accordance with Section 1.2 hereof, an opinion of counsel (in form, scope and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares substance reasonably satisfactory to the Company) that the shares of Common Stock to be issued upon such exercise may be issued without registration under the Securities Act.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Initial Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Initial Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Initial Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will Buxxx xill be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Initial Shares bear a legend referring to such transfer restrictions. The Initial Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Initial Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses possess or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Initial Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does Buxxx xoes not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Initial Shares to the Company.

Investment Representations. Each Buyer By acceptance of this Warrant, the Holder represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges the Company that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares this Warrant is being acquired for the foreseeable future Holder's own account and is able to bear for the risk purpose of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to to, or for sale in connection with, the resaledistribution thereof, distribution, subdivision nor with any present intention of distributing or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement selling the Warrant or arrangement for such resale, distribution, subdivision or fractionalizationthe Common Stock issuable upon exercise of the Warrant. Such Buyer The Holder acknowledges that the Holder has been given afforded the opportunity to (i) meet with the management of the Company and to ask questions of of, and receive answers from the Seller from, such management and the Company's counsel about the business and affairs of the Company and concerning the terms and conditions of the Sharesoffering of this Warrant, and the business and financial condition of the Company and (ii) to obtain any additional information information, to the extent that the Seller possesses Company possessed such information or can could acquire it without unreasonable effort or expense that is expense, necessary to assist such Buyer in evaluating verify the advisability accuracy of the purchase information otherwise obtained by or furnished to the Holder hereof in connection with the offering of this Warrant. The Holder asserts that it may be considered to be a sophisticated investor, is familiar with the Shares and an investment risks inherent in speculative investments such as in the Company, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in this Warrant and the Common Stock issuable upon exercise of this Warrant, and is able to bear the economic risk of the investment. Such Buyer is not relying on any oral representation made by any person as By acceptance of this Warrant, the Holder represents to the Company or its operations, financial condition or prospects. Such Buyer that it is an “"accredited investor” " as that term is defined in Regulation D promulgated Rule 501 of the General Rules and Regulations under the 1933 Act. The Holder acknowledges and agrees that this Warrant and, except as otherwise provided in the Registration Rights Agreement, dated as of December 31, 1996, between the Company and Thermo Amex Convertible Growth Fund I, L.P. (the "Registration Rights Agreement"), the Common Stock issuable upon exercise of this Warrant (if any) have not been (and at the time of acquisition by the Securities and Exchange Commission under the Act. In the event such Buyer does Holder, will not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company have been or such Buyer for any reasonwill not be), then the Buyer shall promptly return the Shares to the Company.registered

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer Bxxxx will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to certain of such sharesShares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses possess or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect In addition to himself or herself only, as the restrictions on transfer set forth herein. Such Buyer hereby acknowledges above, each Shareholder understands that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to Shareholder must bear the economic risk of that this investment for an indefinite period. Such Buyer acknowledges and hereby agrees that period of time because the Shares will are not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “1933 Act”)) or the securities laws of any state or other jurisdiction. Each Shareholder has been advised that there is no public market for the Shares and that the Shares are not being registered under the 1933 Act upon the basis that the transactions involving their sale are exempt from such registration requirements, relating to a contemplated underwritten public offering and that reliance by the Company (on such exemption is predicated in part on the “Public Offering”))Shareholder’s representations set forth in this Agreement. Such Buyer further Each Shareholder acknowledges that no representations of any kind concerning the future intent or ability to offer or sell the Shares in a public offering or otherwise have been made to the Shareholder by the Company or any other person or entity. The Shareholder understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement includingthe Company makes no covenant, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement representation or warranty with respect to such sharesthe registration of securities under the Securities Exchange Act of 1934, in each case as described in amended, or its dissemination to the Registration Statementpublic of any current financial or other information concerning the Company. Accordingly, the Shareholder acknowledges that there is no assurance that there will ever by any public market for the Shares, and that the Shareholder may not be able to publicly offer or sell any certificates evidencing thereof. Each Shareholder represents and warrants that the Shareholder is able to bear the economic risk of losing Shareholder’s entire investment in the Company, which investment is not disproportionate to Shareholder’s net worth, and that the Shareholder has adequate means of providing for Shareholder’s current needs and personal contingencies without regard to the investment in the Company. The 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 questions of and to receive answers 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 to the 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 bear a legend referring to such transfer restrictions. The acquired hereunder and is acquiring the Shares are being acquired solely for such Buyer’s the Shareholders own account, for investment purposes only, and are not being purchased with a view toward the resale or distribution thereof. Each Shareholder agrees that the Shareholder will not attempt to pledge, transfer, convey or for otherwise dispose of the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given Shares except in a transaction that is the opportunity to subject of either (i) ask questions 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 Company, to the effect that such registration is not required. The 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 Shares stating that the Shares have not been registered under the 1933 Act or any applicable state securities laws and receive answers from setting forth or referring to the Seller restrictions on transferability and sale thereof. Each Shareholder is aware that the Company concerning will make a notation in its appropriate records, and notify its transfer agent, with respect to the terms and conditions 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 Operating 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 condition matters to evaluate the Company, to evaluate the risks and merits of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as , 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 or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined without the need for additional informed which would be required to be included in Regulation D promulgated by the Securities and Exchange Commission a complete registration statement effective under the 1993 Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each The Member is acquiring the shares of Buyer represents Common Stock for its own account with the present intention of holding such securities for purposes of investment, and warrantsit has no intention of distributing such shares of Buyer Common Stock, with respect or selling, transferring or otherwise disposing of such shares of Buyer Common Stock in a public distribution, in any of such instances, in violation of the federal securities laws of the United States of America. The Member understands that (a) the shares of Buyer Common Stock will be “restricted securities,” as defined in Rule 144 promulgated under the Securities Act; (b) such shares of Buyer Common Stock will not be registered under the Securities Act, will be subject to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment restrictions on transfer and will be issued in reliance on exemptions for private offerings contained in Section 4(a)(2) of the Shares involves certain significant risks. Such Securities Act; (c) the Buyer has no need obligation to so register the shares of Buyer Common Stock for liquidity in its investment in resale; and (d) the Shares shares of Buyer Common Stock may not be distributed, re-offered or resold except through a valid and effective registration statement or pursuant to a valid exemption from the registration requirements under the Securities Act at such time as the shares of Buyer Common Stock become eligible for resale by the Member. The Member acknowledges that upon any future distribution by it of the shares of Buyer Common Stock to any other third party, as a condition precedent to such distribution, the receiving party(ies) will be required to execute agreement(s) for the foreseeable future benefit of Buyer in a form and is able substance satisfactory to bear it acknowledging and consenting to the risk of that foregoing investment for an indefinite period. Such Buyer acknowledges representations and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such transfer. The certificate evidencing the shares of Buyer (as described in Common Stock shall contain the Company’s draft registration statement on Form S-1, as may be amended (the following legend: “Registration Statement”), The shares of common stock evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees shares may not be sold, transferred, pledged, hypothecated or otherwise disposed of unless they have been so registered or Bright Mountain Media, Inc. shall have received an opinion of counsel satisfactory to it to the effect that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing registration thereof for purposes of transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission required under the Act. In Act or the event such Buyer does not join the Board securities laws of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companystate.”

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer Xxxxx will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses possess or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer Xxxxx does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Initial Shares to the CompanyCompany and should not have rights to the transfer or issue of the New Shares as described under Section 2(b) herein.

Investment Representations. Each Buyer The Seller represents and warrants, with respect warrants to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in it is accepting the Waterlink Shares involves certain significant risks. Such Buyer has no need being delivered to Seller pursuant to Article III for liquidity in its investment in the Shares Seller's own account for the foreseeable future purpose of investment and is able not with a view to bear the risk of or for sale in connection with any distribution thereof. Seller further represents that investment for an indefinite period. Such Buyer acknowledges and hereby agrees it understands that the (i) no Waterlink Shares will not be transferable under any circumstances unless have been registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “"Securities Act”"), relating 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 Waterlink Shares must be held indefinitely unless a contemplated underwritten public offering by subsequent disposition thereof is registered under the Company Securities Act or is exempt from such registration, (iii) the “Public Offering”))Waterlink Shares will bear a legend to such effect and (iv) Buyer will make a notation on its transfer books to such effect. Such Buyer Seller further understands that the exemption from registration afforded by Rule 144 under the Securities Act depends on the satisfaction of various conditions and agrees that, if applicable, Rule 144 affords the basis of sales of the Waterlink Shares in limited amounts under certain conditions. Seller (i) acknowledges that it has had a full opportunity to request from Buyer and to review and has received all information which it deems relevant in making a decision to accept the Waterlink Shares being delivered to it hereunder, (ii) will be required comply with the restrictions on transferability of the Waterlink Shares contained in the Stockholders Agreement, dated as of August 30, 1995, by and among all of the stockholders of Buyer, (iii) is an accredited investor (as defined pursuant to execute the Securities Act) and deliver (a) a letter agreement including, among other provisions, has the foregoing transfer restrictionsknowledge and experience in financial and business matters to make its own evaluation of the merits and risks of the investment, and (biv) a stock escrow agreement with respect is able to such shares, in each case as described in withstand the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions total loss of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an its investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the CompanyBuyer.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and Such Seller: (ba) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Commission Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and such Seller has complied with the requirements set forth in Section 7.7(b), and (iii) are subject to additional restrictions on transfer pursuant to such Seller’s Lock-Up Agreement (if applicable); (d) is aware that an investment in Pubco is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that unless otherwise agreed Pubco is under no obligation hereunder to register the Exchange Shares under the Securities Act. In Such Seller does not have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), such Seller is capable of evaluating the risks and merits of an investment in Pubco and of protecting its interests in connection with this investment. Such Seller has carefully read and understands all materials provided by or on behalf of Pubco, JWAC or their respective Representatives to such Seller or such Seller’s Representatives pertaining to an investment in Pubco and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Such Seller acknowledges that the Exchange Shares are subject to dilution for events not under the control of such Seller. Such Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by Pxxxx, JWAC or their respective Representatives. Such Seller acknowledges and agrees that, except as set forth in Article IV (including the related portions of the JWAC Disclosure Schedules) and Article V, no representations or warranties have been made by Pubco, Merger Sub, JWAC or any of their respective Representatives, and that such Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the event such Buyer does not join the Board of Directors of the Company upon distribution of any cash, property or other interest in Pubco or (ii) the consummation profitability or value of the Public Offering Exchange Shares in any manner whatsoever. Such Seller: (whether A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and either at has declined to do so); (B) has had the election full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the Company contents hereof and the meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyundue influence.

Investment Representations. Each Buyer By acceptance of this Warrant, the Holder represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges the Company that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares this Warrant is being acquired for the foreseeable future Xxxxxx's own account and is able to bear for the risk purpose of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to to, or for sale in connection with, the resaledistribution thereof, distribution, subdivision nor with any present intention of distributing or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement selling the Warrant or arrangement for such resale, distribution, subdivision or fractionalizationthe Common Stock issuable upon exercise of the Warrant. Such Buyer The Holder acknowledges that the Holder has been given afforded the opportunity to (i) meet with the management of the Company and to ask questions of of, and receive answers from the Seller from, such management and the Company's counsel about the business and affairs of the Company and concerning the terms and conditions of the Sharesoffering of this Warrant, and the business and financial condition of the Company and (ii) to obtain any additional information information, to the extent that the Seller possesses Company possessed such information or can could acquire it without unreasonable effort or expense that is expense, necessary to assist such Buyer in evaluating verify the advisability accuracy of the purchase information otherwise obtained by or furnished to the Holder in connection with the offering of this Warrant. The Holder asserts that it may be considered to be a sophisticated investor, is familiar with the Shares and an investment risks inherent in speculative investments such as in the Company, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in this Warrant and the Common Stock issuable upon exercise of this Warrant, and is able to bear the economic risk of the investment. Such Buyer is The Holder acknowledges and agrees that this Warrant and, except as otherwise provided in the Registration Rights Agreement between the original Holder and the Company, as amended or modified from time to time (the "Registration Rights Agreement"), the Common Stock issuable upon exercise of this Warrant (if any) have not relying on been (and at the time of acquisition by the Holder, will not have been or will not be), registered under the Securities Act or under the securities laws of any oral representation made by state, in reliance upon certain exemptive provisions of such statutes. The Holder recognizes and acknowledges that such claims of exemption are based, in part, upon the representations of the Holder contained herein. The Holder further recognizes and acknowledges that because this Warrant and, except as provided in the Registration Rights Agreement, the Common Stock issuable upon exercise of this Warrant (if any) are unregistered, they may not be eligible for resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any person applicable state securities laws, or pursuant to a valid exemption from such registration requirements. Unless the shares of Common Stock have theretofore been registered for resale under the Securities Act, the Company may require, as a condition to the Company or its operationsissuance of Common Stock upon the exercise of this Warrant, financial condition or prospects. Such Buyer is an “accredited investor” a confirmation as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation date of exercise of the Public Offering Holder's representations pursuant to this Section 17 (whether and either at which confirmation may be given by so indicating on the election of the Company or such Buyer for any reasonsubscription form annexed hereto), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. follows: Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (File Number 333-190721) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated an underwritten public offering by the Company (the “Public Offering”)))). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such the foregoing transfer restrictions. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set Set forth herein. Such Buyer hereby acknowledges that an investment in Section 1.9 of the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer PMAC Disclosure Schedule (as described hereinafter defined) is a list of all Stockholders, the number of shares of PMAC Common Stock they own, their principal addresses, their marital status and whether they are "accredited investors" as such term is defined in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), Rule 501(a) promulgated under the Securities Act of 1933, as amended (the “"Securities Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)"). Such Buyer further understands Each Stockholder identified in Section 1.9 of the PMAC Disclosure Schedule as being an accredited investor hereby severally represents, warrants and agrees acknowledges to ANSYS that Buyer will be required to execute such Stockholder has been provided with and deliver has reviewed ANSYS' Financial Statements and the ANSYS SEC Documents (a) a letter agreement including, among each as hereinafter defined); that no other provisionsmaterial written information concerning this Agreement, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect Merger Agreement or the Merger has been provided to such shares, in each case as described in the Registration Statement, Stockholder by ANSYS or PMAC; and that any certificates evidencing such Stockholder is an "accredited investor" as such term is defined in Rule 501(a) promulgated under the Shares bear a legend referring Securities Act. Each Stockholder identified in Section 1.9 of the PMAC Disclosure Schedule as not being an accredited investor hereby severally represents, warrants and acknowledges to ANSYS (i) that such Stockholder has been provided with and has reviewed ANSYS' Financial Statements and the ANSYS SEC Documents; (ii) that the material exhibits to the ANSYS SEC Documents have been made available to such transfer restrictions. The Shares are being acquired solely for Stockholder; (iii) that such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer Stockholder has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given had the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, Merger of and the business from representatives of PMAC and financial condition of the Company ANSYS and (ii) to obtain any additional information that the Seller which ANSYS possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating verify the advisability accuracy of the purchase information set forth in the ANSYS SEC Documents and ANSYS's Financial Statements, (iv) that such Stockholder has been given access to all such records and financial statements of PMAC that such Stockholder requires in order to value his or her shares of PMAC Common Stock, (v) that such Stockholder has had the opportunity to compare and evaluate the relative rights of shareholders of PMAC and ANSYS under the governing documents of each, and (vi) that such Stockholder, by reason of his or her business or financial experience or the business and financial experience of his or her professional advisors (who are unaffiliated with and who are not compensated by ANSYS or any affiliate or selling agent of ANSYS, directly or indirectly), has the capacity to protect his or her own interests in connection with the transactions contemplated hereby. Each Stockholder is acquiring the shares of ANSYS Common Stock to be issued hereunder for investment purposes. Each Stockholder understands and agrees with ANSYS that the shares of ANSYS Common Stock to be issued to such Stockholder as a result of the Shares Merger will not be registered under the Securities Act or any applicable state securities law when issued and that, as a result, such shares of ANSYS Common Stock may be sold by such Stockholder only pursuant to an investment in effective registration statement under the Company. Such Buyer is not relying on any oral representation made by any person as Securities Act or an exemption from the registration requirement thereof, if available, and that the certificates representing such shares of ANSYS Common Stock will contain an appropriate legend to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors effect of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyforegoing.

Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter agreement including, among other provisions, the foregoing transfer restrictions, restrictions and (b) a stock escrow agreement with respect to such sharesthe Shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares shall bear a legend referring to such transfer restrictionsrestrictions and agreements. The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Investment Representations. Each Buyer represents (a) Galesi is acquiring the Series L Preferred Stock and warrantsthe Warrants and, with respect to himself or herself only, as set forth herein. Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in event of a conversion of the Shares for Series L Preferred Stock and/or an exercise of the foreseeable future Warrants, will be acquiring the Conversion Stock and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended Warrant Stock (the “Registration Statement”Series L Preferred Stock, Warrants, Conversion Stock and Warrant Stock being collectively referred to as the "Securities"), under for his own account, for investment and not with a view to the resale or distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)"). Such Buyer Galesi further understands represents and warrants that he shall not sell, assign, encumber, or otherwise dispose of any of the foregoing securities unless (i) a registration statement under the Securities Act with respect thereto is in effect and the prospectus included therein meets the requirements of Section 10 of the Securities Act, or (ii) AMNEX has received a written opinion from its counsel that, after an investigation of the relevant facts, such counsel is of the opinion that such proposed sale, assignment, transfer, encumbrance or disposition does not require registration under the Securities Act. Galesi acknowledges and agrees that Buyer will the stock certificate(s) evidencing ownership of the Securities which he receives shall bear the following legend: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state. These securities have been acquired for investment and not for distribution or resale. They may not be required to execute and deliver (a) a letter agreement includingsold, among other provisionsassigned, the foregoing transfer restrictionsmortgaged, and (b) a stock escrow agreement with respect to such sharespledged, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions. The Shares are being acquired solely hypothecated or otherwise transferred or disposed of without an effective registration statement for such Buyer’s own accountsecurities under such Act and any applicable state securities laws covering such securities, for investment purposes only, and are not being purchased with a view or an opinion of counsel to or for the resale, distribution, subdivision or fractionalization thereof; and AMNEX that such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer registration is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Companyrequired."