Common use of Representations and Warranties of Investor Clause in Contracts

Representations and Warranties of Investor. Investor represents and warrants to the Company that: (a) Investor is duly organized and validly existing under the laws of the state of its incorporation or organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of Investor, and this Agreement is a valid and binding obligation of Investor. (c) Investor has good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, and upon delivery of the CQH Shares in consideration of the CEI Shares pursuant hereto, good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Company. (d) Investor understands and agrees that the CEI Shares are being issued to Investor pursuant to the “private placement” exemption from registration provided by Section 4(a)(2) of the Securities Act. Investor is acquiring the CEI Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of the Securities Act. (e) Investor is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Investor has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits of investing in the CEI Shares, and has so evaluated the merits and risk of such investment. (f) Investor acknowledges and understands that the Company may be in possession of material non-public information regarding the Company not known to Investor that may impact the value of the CEI Shares and that the Company is not disclosing any such information to Investor. (g) Investor is not purchasing the CEI Shares as a result of any form of general solicitation or general advertising as such terms are used in Rule 502 under the Securities Act. (h) Investor understands and agrees that the CEI Shares constitute “restricted securities” under the Securities Act which may be resold without registration under the Securities Act only in certain limited circumstances pursuant to an exemption from such registration in compliance with applicable federal and state securities laws.

Representations and Warranties of Investor. Investor represents and warrants to the Company that: (a) Investor is duly organized and validly existing under the laws of the state of its incorporation or organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of Investor, and this Agreement is a valid and binding obligation of Investor. (c) Investor has good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, and upon delivery of the CQH Shares in consideration of the CEI Shares pursuant hereto, good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Company. (d) Investor understands and agrees that the CEI Shares are being issued to Investor pursuant to the “private placement” exemption from registration provided by Section 4(a)(2) of the Securities Act. Investor is acquiring the CEI Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of the Securities Act. (e) Investor is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Investor has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits of investing in the CEI Shares, and has so evaluated the merits and risk of such investment. (f) Investor acknowledges and understands that the Company may be in possession of material non-public information regarding the Company and its affiliates not known to Investor that may impact the value of the CEI Shares and CQH shares and that the Company is not disclosing any such information to Investor. (g) Investor acknowledges and understands, based on its knowledge, sophistication and experience in business and financial matters, the disadvantage to which Investor is subject due to the disparity of information between the Company and Investor, including the disparity of information created by the non-disclosure of any material non-public information regarding the Company and its affiliates. Notwithstanding such disparity, Investor has deemed it appropriate to enter into this Agreement and consummate the transactions contemplated hereby. (h) Investor is not purchasing the CEI Shares as a result of any form of general solicitation or general advertising as such terms are used in Rule 502 under the Securities Act. (hi) Investor understands and agrees that the CEI Shares constitute “restricted securities” under the Securities Act which may be resold without registration under the Securities Act only in certain limited circumstances pursuant to an exemption from such registration in compliance with applicable federal and state securities laws.

Representations and Warranties of Investor. Investor Each of the Investors hereby represents and warrants as of the date hereof and as of the Closing to the Company that: (a) 5.1. The Investor is duly organized and validly existing under the laws of the state of its incorporation or organization and has all requisite full power and authority to enter into this Agreement and perform such agreement constitutes a valid and legally binding obligation, enforceable in accordance with its obligations under this Agreementrespective terms except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as may be limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution5.2. This Agreement is made with such Investor in reliance upon such Investor’s representation to the Company, delivery and performance which by such Investor’s execution of this Agreement has been duly authorized by all necessary action on the part of Investorsuch Investor hereby confirms, and this Agreement is a valid and binding obligation of Investor. (c) Investor has good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, and upon delivery of the CQH Shares in consideration of the CEI Shares pursuant hereto, good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Company. (d) Investor understands and agrees that the CEI Shares are being issued to be received by such Investor pursuant to the “private placement” exemption from registration provided by Section 4(a)(2) of the Securities Act. Investor is acquiring the CEI Shares will be acquired for its investment for such Investor’s own account account, not as a nominee or agent, and not with a view towardsto the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares. 5.3. The Investor has received all the information it considers necessary or appropriate for resale deciding whether to purchase the Shares. Such Investor further represents that it has had an opportunity to ask questions of and receive answers from the Company regarding the terms and conditions of the offering of Shares and the business, properties, prospects and financial condition of the Company. 5.4. The Investor understands that the purchase of the Shares involves substantial risk. The Investor: (i) has experience as an investor in securities and acknowledges that the Investor is able to fend for itself, can bear the economic risk of the Investor’s investment in the Shares and has such knowledge and experience in financial or business matters that the Investor is capable of evaluating the merits and risks of this investment in the Shares and protecting its own interests in connection withwith this investment and/or (ii) has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables the public sale or distribution thereof in violation Investor to be aware of the Securities Actcharacter, business acumen and financial circumstances of such persons. (e) 5.5. The Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. The Investor has such knowledge, sophistication received a copy of the Articles Supplementary and experience in business and financial matters so as to be capable of evaluating the merits of investing in the CEI Shares, this Agreement and has so read and understands the respective contents thereof. The Investor has had the opportunity to ask questions of the Company and has received answers to such questions from the Company. The Investor has carefully reviewed and evaluated these documents and understands the merits risks and risk of such other considerations relating to the investment. (f) 5.6. The Investor acknowledges and understands that the Company may be in possession of material non-public information regarding the Company not known to Investor that may impact the value of the CEI Shares and that the Company is not disclosing any such information to Investor. (g) Investor is not purchasing the CEI Shares are characterized as a result of any form of general solicitation or general advertising as such terms are used in Rule 502 under the Securities Act. (h) Investor understands and agrees that the CEI Shares constitute “restricted securities” under the Securities Act which inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under the Securities Act and applicable rules and regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances pursuant circumstances, unless and until the Shares are registered in accordance with the provisions of the Registration Rights Agreement. The Investor represents that it is familiar with Rule 144 promulgated under the Securities Act (“Rule 144”), as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. 5.7. The Investor has not incurred any liability for any finder’s fees or similar payments in connection with the transactions herein contemplated. 5.8. The Investor is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. 5.9. The Investor relied only on its own due diligence investigation of the Company in making its investment decision with respect to an exemption from the Private Transaction. The foregoing, however, does not limit or modify the representations and warranties of the Company in Article 4 of this Agreement or the right of the Investors to rely on such registration representations and warranties. 5.10. The Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in compliance making its investment or decision to invest in the Company. Such Investor agrees that no other Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with applicable federal the issuance and state securities lawspurchase of the Shares.

Representations and Warranties of Investor. Investor represents and warrants to the Company thatas follows: (a) At the time Investor was offered the Note, Investor was, and on the date Investor receives the Note will be, an “accredited investor” as defined by Rule 501(a) under the Securities Act, and Investor is duly organized capable of evaluating the merits and validly existing risks of Investor’s investment in the Company and has the capacity to protect Investor’s own interests. (b) Investor understands that the Note is not presently registered under the laws Securities Act and may never become registered under the Securities Act. Investor acknowledges that neither the Note nor any shares of Common Stock obtained upon conversion of the state Note or exercise of the Warrant can be sold, transferred, pledged, hypothecated, assigned or otherwise disposed of, unless such Note or Common Stock, as the case may be, is registered under the Securities Act, or if in the opinion of counsel satisfactory to the Company, such sale, transfer, pledge, hypothecation, assignment or disposition is exempt from such registration requirements. The Investor understands that it may have to hold the Note and any shares of Common Stock obtained upon conversion of the Note or exercise of the Warrant for an indefinite period of time, and that the Investor might have to bear the complete economic loss of its incorporation investment in the Company. (c) Investor acknowledges and understands that the Note is being purchased for investment purposes and not with a view to distribution or organization resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing the Note in full compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws. Investor acknowledges and understands that an investment in the Note is not a liquid investment. (d) Investor acknowledges that the Note is not a publicly traded security. Investor acknowledges and understands that there is no public market for any of the Note and no assurance can be given that any public market will ever develop or if developed that any such market will be sustained. (e) Investor acknowledges that Investor has had the opportunity to ask questions of, and receive answers from the Company or any person acting on the Company's behalf concerning the Company and its business and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Investor. In connection therewith, Investor acknowledges that Investor has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any person acting on its behalf. In determining whether to make this investment, Investor has relied solely on Investor’s own knowledge and understanding of the Company and its business based upon Investor’s own due diligence investigations and the information furnished pursuant to this paragraph. (f) Investor has all requisite legal and other power and authority to enter into execute and deliver this Agreement and to carry out and perform its Investor’s obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Investor, enforceable in accordance with its terms, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other general principals of equity, whether such enforcement is considered in a proceeding in equity or law. (g) Investor has carefully considered and has discussed with the Investor’s professional legal, tax, accounting and financial advisors, to the extent the Investor has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement, including, whether the acquisition of the Note will result in any adverse tax consequences to the Investor, for the Investor’s particular federal, state, local and foreign tax and financial situation and has determined that this investment and the transactions contemplated by this Agreement are a suitable investment for the Investor. Investor relies solely on such advisors and not on any statements or representations of the Company, or its agents. Investor understands that Investor (and not the Company) shall be responsible for Investor’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (bh) This Agreement and the Investor Questionnaire as set forth in Attachment 1 do not contain any untrue statement of a material fact or omit any material fact concerning Investor. (i) There are no actions, suits, proceedings or investigations pending against Investor or Investor’s properties before any court or governmental agency (nor, to Investor’s knowledge, is there any threat thereof) which would impair in any way Investor’s ability to enter into and fully perform Investor’s commitments and obligations under this Agreement or the transactions contemplated hereby. (j) The execution, delivery and performance of and compliance with this Agreement has been duly authorized by all necessary action on Agreement, and the part issuance of the Note will not result in any material violation of, or conflict with, or constitute a material default under, any of Investor’s articles of incorporation or other organizational charter document or bylaws, and this Agreement is a valid and binding obligation partnership agreement or operating agreement, if applicable, or any of Investor’s material agreements, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Investor or the Note. (ck) Investor has good acknowledges that the Note is speculative and valid title to the CQH Shares, free and clear involve a high degree of all liens, encumbrances, equities or claimsrisk, and upon delivery that Investor can bear the economic risk of the CQH Shares in consideration purchase of the CEI Shares pursuant heretoNote, good and valid title to the CQH Shares, free and clear including a total loss of all liens, encumbrances, equities or claims, will pass to the Company. (d) Investor understands and agrees that the CEI Shares are being issued to Investor pursuant to the “private placement” exemption from registration provided by Section 4(a)(2) of the Securities Act. Investor is acquiring the CEI Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of the Securities Act. (e) Investor is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Investor has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits of investing in the CEI Shares, and has so evaluated the merits and risk of such investment. (fl) Investor acknowledges and understands that the Company may be in possession of material non-public information regarding the Company not known to Investor that may impact the value merits of the CEI Shares Note have not been passed upon by the SEC nor any state securities commission, nor has the SEC nor any state securities commission opined upon the accuracy or adequacy of this Agreement and recognizes that no federal, state or foreign agency has recommended or endorsed the Company is not disclosing any such information to Investorpurchase of the Note. (gm) Investor is not purchasing aware that the CEI Shares Note are and will be, when issued, “restricted securities” as a result of any form of general solicitation or general advertising as such terms are used that term is defined in Rule 502 144 of the general rules and regulations under the Securities Act. (hn) Investor understands and agrees that the CEI Securities and any and all securities issued in replacement thereof or in exchange therefor or in exercise thereof shall, until the Conversion Shares, Warrant and Warrant Shares constitute “restricted securities” under are registered as provided herein and in the Warrant and the Note, bear the following legend or one substantially similar thereto, which Investor has read and understands: (o) In addition, the Securities Act which and any and all securities issued in replacement thereof or in exchange therefor or in exercise thereof, shall bear such legends as may be resold without registration under required by the Securities Act only securities laws of the jurisdiction in certain limited circumstances pursuant to an exemption from such registration which Investor resides. (p) Any sales, transfers, or any other dispositions of the Note by Investor, if any, will be in compliance with the Securities Act. (q) Investor acknowledges that Investor 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 Note and of making an informed investment decision. (r) Investor represents that: (i) Investor is able to bear the economic risks of an investment in the Note and to afford the complete loss of the investment; and (ii) (A) Investor could be reasonably assumed to have the capacity to protect his/her/its own interests in connection with this subscription; or (B) Investor has a pre-existing personal or business relationship with either the Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent Investor to be aware of the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. (s) Investor further represents that the address set forth below is his/her principal residence (or, if Investor is a company, partnership or other entity, the address of its principal place of business). (t) Investor represents that Investor is not subscribing for a Note as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over the Internet, television or radio or presented at any seminar or meeting. (u) Investor has carefully read this Agreement and Investor has accurately completed the Investor Questionnaire which accompanies this Agreement. (v) No representations or warranties have been made to Investor by the Company, or any of its managers, officers, employees, agents, affiliates, or subsidiaries of the Company, other than the representations of the Company contained herein, and in subscribing for the Note the Investor is not relying upon any representations other than those contained in this Agreement. (w) Investor represents and warrants, to the best of its knowledge, except for Spartan, no finder, broker, agent, financial advisor or other intermediary, nor any Investor representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement. (x) The Investor is not a prohibited country, territory, individual or entity listed on the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) website and is not directly or indirectly affiliated with any country, territory, individual or entity named on an OFAC list or prohibited by any OFAC sanctions programs. All amounts subscribed for in this Agreement by the Investor were not directly or indirectly derived from activities that may contravene Federal, state or international laws and regulations, including anti-money laundering and anti-terrorist financing laws and regulations. (y) The Investor acknowledges that due to anti-terrorism and anti-money laundering regulations, the Company or any administrator acting on behalf of the Company may require further documentation verifying Investor's identity and the source of funds used to purchase the Note subscribed for hereby before this Agreement can be processed or accepted. To comply with applicable federal U.S. legislation and state securities lawsregulations, including but not limited to the International Anti-Money Laundering and Financial Anti-Terrorism Abatement Act of 2001 (Title III of the USA PATRIOT Act), the Investor agrees that all payments by Investor to the Company and all distributions to the Investor from the Company will only be made in Investor's name and to and from a bank account of a bank based or incorporated in or formed under the laws of the United States or a bank that is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the U.S. Department of the Treasury, as such regulations may be amended from time to time. The Investor further agrees to provide the Company at any time with such information or certification as the Company determines to be necessary or appropriate to verify compliance with the antiterrorism and anti-money laundering regulations of any applicable jurisdiction or to respond to requests for information concerning the identity of Investor or any person directly or indirectly controlling or owning an interest in the Investor from any governmental authority, self-regulatory organization or financial institution in connection with the Company's compliance procedures with respect to anti-terrorism and anti-money laundering regulations and to update such information as necessary. Such information may include, but not be limited to, the name, address, telephone number, date of birth, and Social Security or taxpayer identification number of any such individual person, or of the beneficial owners of any entity, if the Investor is an entity. Identity may be verified using a current valid passport or other such current valid government-issued identification (e.g., a driver's license). The Company intends to maintain records of information used for verification of identity. Investor understands that any information provided to the Company may be disclosed to the United States Government by the Company.

Representations and Warranties of Investor. Investor represents and warrants to the Company that: (a) Investor is duly organized and validly existing under the laws of the state its jurisdiction of its incorporation or organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of Investor, and this Agreement is a valid and binding obligation of Investor. (c) Investor has good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claimsclaims (other than liens, encumbrances, equities or claims arising under applicable securities laws or the organizational documents of CQH), and upon delivery of the CQH Shares in consideration of the CEI Shares pursuant hereto, good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claimsclaims (other than liens, encumbrances, equities or claims arising under applicable securities laws or the organizational documents of CQH), will pass to the Company. (d) Investor understands and agrees that the CEI Shares are being issued to Investor pursuant to the “private placement” exemption from registration provided by Section 4(a)(2) of the Securities Act. Investor is acquiring the CEI Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of the Securities Act. (e) Investor is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Investor has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits of investing in the CEI Shares, and has so evaluated the merits and risk of such investment. (f) Investor acknowledges and understands that the Company may be in possession of material non-public information regarding the Company and its affiliates not known to Investor that may impact the value of the CEI Shares and CQH shares and that the Company is not disclosing any such information to Investor. (g) Investor acknowledges and understands, based on its knowledge, sophistication and experience in business and financial matters, the disadvantage to which Investor is subject due to the disparity of information between the Company and Investor, including the disparity of information created by the non-disclosure of any material non-public information regarding the Company and its affiliates. Notwithstanding such disparity, Investor has deemed it appropriate to enter into this Agreement and consummate the transactions contemplated hereby. (h) Investor is not purchasing the CEI Shares as a result of any form of general solicitation or general advertising as such terms are used in Rule 502 under the Securities Act. (hi) Investor understands and agrees that the CEI Shares constitute “restricted securities” under the Securities Act which may be resold without registration under the Securities Act only in certain limited circumstances pursuant to an exemption from such registration in compliance with applicable federal and state securities laws.

Representations and Warranties of Investor. Investor represents and warrants to the Company that: (a) This Subscription Agreement has been duly authorized, executed, and delivered by the Investor and constitutes the Investor’s legal, valid, and binding obligation enforceable in accordance with its respective terms, except as enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity. The Investor is duly organized and validly existing under the laws of the state of its incorporation a corporation, limited liability company, limited partnership or organization and other legal entity that has all requisite power and authority (corporate or otherwise) to enter into execute and deliver this Subscription Agreement and to perform its obligations under this Agreementhereunder and to consummate the transactions contemplated hereby. (b) The execution, delivery Investor is acquiring the Acquired Shares for the Investor’s own account for investment and performance of this Agreement has been duly authorized by all necessary action on not with a view to resale or distribution. The Investor understands that the part of InvestorAcquired Shares have not been, and this Agreement is will not be, registered under the Securities Act of 1933, as amended (the “1933 Act”), by reason of a valid specific exemption from the registration provisions of the 1933 Act that depends upon, among other things, the bona fide nature of the investment intent and binding obligation the accuracy of the Investor’s representations and warranties as expressed herein. The Investor has not been formed solely for the purpose of acquiring the Acquired Shares. (c) The Investor: (i) has been furnished all agreements, documents, records and books that the Investor has good requested relating to an investment in the Acquired Shares; and valid title (ii) has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering, the Preferred Stock, the Company and its business and to obtain such additional information that was otherwise provided, and it has not been furnished any other literature relating to the CQH SharesOffering, free and clear of all liensthe Preferred Stock, encumbrances, equities the Company or claims, and upon delivery of the CQH Shares in consideration of the CEI Shares pursuant hereto, good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Companyits business. (d) The Investor recognizes (i) that purchase of the Acquired Shares involves a high degree of risk and has taken full cognizance of and understands and agrees such risks, (ii) that the CEI Shares are being issued to Investor pursuant to the “private placement” exemption from registration all information provided by Section 4(a)(2) the Company relating to its use of the Securities Act. Investor is acquiring the CEI Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of the Securities Act. (e) Investor is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Investor has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits of investing in the CEI Sharesproceeds, and has so evaluated other information which is not of an historical nature represents only the merits Company’s good faith assessment of its future expenses, revenues, and risk of operations, as applicable, and is based upon assumptions which the Company believes are reasonable, although no assurance exists that such investment. forecasts and assumptions will be fulfilled, and (fiii) Investor acknowledges and understands that the Company may be has relied on the representations of the Investor as set forth in possession this Section in determining materiality for purposes of material non-public information regarding satisfying the disclosure obligations of the Company not known to Investor that may impact and in determining the value availability of the CEI Shares and that the Company is not disclosing any such information to Investor. (g) Investor is not purchasing the CEI Shares as a result of any form of general solicitation or general advertising as such terms are used in Rule 502 exemptions from registration requirements under the Securities Act. (h) Investor understands and agrees that the CEI Shares constitute “restricted securities” under the Securities Act which may be resold without registration under the Securities Act only in certain limited circumstances pursuant to an exemption from such registration in compliance with applicable federal and state securities laws. (e) The Investor fully understands and agrees that the Investor must bear the economic risk of the purchase of the Acquired Shares for an indefinite period of time because, among other reasons, the Acquired Shares have not been registered under the 1933 Act, or the securities laws of any state, and therefore cannot be sold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and applicable state securities laws or an exemption from such registration is available. (f) The Investor (i) can bear the risk of losing the entire investment; (ii) has overall commitments to other investments which are not readily marketable that are not disproportionate to his, her or its net worth and the investment in the Acquired Shares will not cause such overall commitment to become excessive; (iii) has adequate means of providing for current needs and personal contingencies and has no need for liquidity in the investment in the Acquired Shares; and (iv) has sufficient knowledge and experience in financial and business matters such that it is capable, either alone, or together with one or more advisors, of evaluating the risks and merits of investing in the Acquired Shares. (g) The Investor has not incurred, and will not incur, directly or indirectly, as a result of any action taken by the Investor, any liability for brokerage or finder’s fees or agent’s commissions or any similar charges in connection with this Subscription Agreement. (h) The Investor acknowledges that the Investor must depend entirely upon his, her or its own personal advisors for tax advice concerning an investment in the Company, that the Company has not provided any information on tax matters, and that any information provided to or it by, or on behalf of, the Company is not to be construed as tax advice to it from counsel to the Company. The Investor will rely solely on his, her or its own personal advisors and not on any statements or representations of the Company or any of its agents and understands that the Investor (and not the Company) shall be responsible for the Investor’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Subscription Agreement. (i) The Investor accepts the terms of the Company’s Organic Documents. (j) The representations and warranties made in this Section, and all other information that the Investor has provided to the Company, either directly or indirectly, concerning the Investor’s financial position and knowledge of financial and business matters, is correct and complete as of the date hereof. (k) The Investor qualifies as an "Accredited Investor" as such term is defined under Rule 501 of Regulation D promulgated under the 1933 Act. (l) Neither the Investor nor, to the extent it has them, any of its equity owners who own 20% or more of the outstanding equity of Investor, (collectively with the Investor, the “Investor Covered Persons”), are subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3); provided, however that if an Investor Covered Person is subject to a Disqualification Event covered by Rule 506(d)(2)(i) then Investor shall have provided the Company with such information as necessary to make the required disclosure regarding the applicable Disqualification Event under Rule 506(e). The Investor has exercised reasonable care to determine whether any Investor Covered Person is subject to a Disqualification Event. The purchase of the Acquired Shares by the Investor will not subject the Company to any Disqualification Event.

Representations and Warranties of Investor. Investor hereby represents and warrants to the Company thatand to FlashFunders, as of the date hereof and as of the Closing Date, as follows: (a) Investor is duly organized and validly existing under the laws of the state of its incorporation or organization and has all requisite necessary power and authority to enter into execute and perform deliver this Agreement and to carry out its obligations under this Agreement. (b) The execution, provisions. All action on Investor’s part required for the lawful execution and delivery and performance of this Agreement has been duly authorized by all necessary action on the part of Investortaken. Upon its execution and delivery, and this Agreement is will be a valid and binding obligation of Investor, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (b) as limited by general principles of equity that restrict the availability of equitable remedies. (c) Investor has good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, and upon delivery of the CQH Shares in consideration of the CEI Shares pursuant hereto, good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Company. (d) Investor understands and agrees that the CEI Shares are being issued to Investor pursuant to the “private placement” exemption from registration provided by Section 4(a)(2) of the Securities Act. Investor is acquiring the CEI Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of the Securities Act. (eb) Investor is an “accredited investor” as such term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act. ”), and all information provided by Investor through the Platform relating to Investor’s status as an accredited investor is complete, accurate and true in all respects. (c) Investor is obtaining the Shares and any shares of Common Stock to be issued to Investor upon conversion of the Shares (the “Conversion Shares”) for Investor’s own account and Investor has such knowledge, sophistication no present intention of distributing or selling the Shares or the Conversion Shares except as permitted under the Securities Act and applicable state securities laws. (d) Investor has sufficient knowledge and experience in business and financial matters so as to be capable of evaluating evaluate the Company, its proposed activities and the risks and merits of investing this investment. Investor has the ability to accept the high risk and lack of liquidity inherent in this type of investment. (e) Investor understands and acknowledges that the Company has a limited financial and operating history and that an investment in the CEI Shares, Company is highly speculative and has so evaluated involves substantial risks. Investor can bear the merits and economic risk of such investment.Investor’s investment and is (f) Investor acknowledges has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company. Investor has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Investor understands the significant risks of this investment. Investor believes that it has received all the information Investor considers necessary or appropriate for deciding whether to purchase the Shares and the Conversion Shares. Investor understands that such discussions, as well as any information issued by the Company, were intended to describe certain aspects of the Company’s business and prospects, but were not necessarily a thorough or exhaustive description. Investor acknowledges that any business plans, investor presentations or projections prepared by the Company may have been, and continue to be, subject to change and that any projections included in such materials or otherwise are necessarily speculative in nature, and it can be in possession of material non-public information regarding the Company not known to Investor expected that may impact the value some or all of the CEI Shares and assumptions underlying the projections will not materialize or will vary significantly from actual results. Investor also acknowledges that the Company it is not disclosing relying on any such information statements or representations of the Company, FlashFunders, or their respective agents, for legal advice with respect to Investorthis investment or the transactions contemplated by this Agreement. (g) Investor is not purchasing has the CEI capacity to protect its own interests in connection with the purchase of the Shares as a result by virtue of any form of general solicitation its business or general advertising as such terms are used in Rule 502 under the Securities Actfinancial expertise. (h) Investor understands is aware that neither the Shares nor any Conversion Shares have been registered under the Securities Act of 1933, and agrees that the CEI Shares and the Conversion Shares are deemed to constitute “restricted securities” under the Securities Act which may be resold without registration Rule 144 promulgated under the Securities Act only in certain limited circumstances (“Rule 144”). Investor also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Investor’s representations contained in this Agreement. (i) Investor understands that the Shares and, if issued, the Conversion Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Investor has been advised or is aware of the provisions of Rule 144, as in compliance effect from time to time, which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the resale occurring following the required holding period under Rule 144. (j) Investor acknowledges and agrees that the Shares are subject to restrictions on transfer set forth in the Rights Agreement and legends and restrictions on transfer described in Section 4 of this Agreement. (k) If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)), Investor represents that Investor has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable federal to such purchase, (iii) any governmental or other consents that may need to be obtained in connection with such purchase, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. The Company’s offer and sale and Investor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Investor’s jurisdiction. (l) Investor has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement, the Charter and the Rights Agreement. (m) Investor has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. With respect to such matters, Investor is relying solely on such advisors and not on any statements or representations of the Company, FlashFunders or any of their respective agents, written or oral. Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (n) If Investor is an individual, then Investor resides in the state securities lawsor province identified in the address of Investor set forth on the signature page hereto; if Investor is a partnership, corporation, limited liability company or other entity, then the office or offices of Investor in which its investment decision was made is located at the address or addresses of Investor set forth on the signature page hereto.

Representations and Warranties of Investor. Investor represents and warrants as of the date hereof to the Company thatSponsor as follows: (a) Investor is duly organized and organized, validly existing and in good standing under the laws of the state jurisdiction of its incorporation formation or organization incorporation, and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) The the execution, delivery and performance of this Agreement has and the consummation of the transactions contemplated hereby are within Investor’s powers and have been duly authorized by all necessary action actions on the part of Investor. This Agreement has been duly executed and delivered by Investor and, assuming due authorization, execution and delivery by the Sponsor, this Agreement is constitutes a legally valid and binding obligation of Investor, enforceable against Investor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). (b) The execution and delivery of this Agreement by Investor does not, and the performance by Investor of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Investor or (ii) require any consent or approval that has not been given or other action that has not been taken by any person, in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Investor of its obligations under this Agreement. Investor has full right and power to enter into this Agreement. (c) Each of the managed accounts and fund entities over which Investor has good and valid title to investment discretion is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the CQH Shares, free and clear of all liens, encumbrances, equities or claimsSecurities Act, and upon delivery neither Investor nor any of the CQH Shares in consideration managed accounts or fund entities referred to above have experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the CEI Shares pursuant hereto, good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the CompanySecurities Act. (d) Investor understands and agrees that the CEI any Transferred Sponsor Shares that may be transferred to Investor (or managed accounts or fund entities) pursuant to this Agreement are being issued to Investor pursuant to offered in a transaction not involving any public offering within the “private placement” exemption from registration provided by Section 4(a)(2) meaning of the Securities Act. Investor is acquiring Act and that the CEI Transferred Sponsor Shares for its own account and have not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of the Securities Act. (e) Investor is an “accredited investor” as defined in Rule 501(a) been registered under the Securities Act. Investor understands that the Transferred Sponsor Shares may not be offered, resold, transferred, pledged or otherwise disposed of by Investor (or managed accounts or fund entities) absent an effective registration statement under the Securities Act, except pursuant to an applicable exemption from the registration requirements of the Securities Act, and in accordance with any applicable securities laws of the applicable states and other jurisdictions of the United States, and that any certificates or book entry records representing the Transferred Sponsor Shares shall contain a restrictive legend to such effect. Investor acknowledges and agrees that the Transferred Sponsor Shares will be subject to these securities law transfer restrictions and, as a result of these transfer restrictions, Investor may not be able to readily resell the Transferred Sponsor Shares and may be required to bear the financial risk of an investment in the Transferred Sponsor Shares for an indefinite period of time. Investor understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Transferred Sponsor Shares. (e) In making its decision to invest in the Transferred Sponsor Shares, Investor has relied solely upon independent investigation made by Investor and the Sponsor’s representations, warranties and covenants contained herein. Investor has not relied on any statements or other information provided by anyone other than the Sponsor concerning LumiraDx, CAH, the Merger, the Transferred Sponsor Shares or the offer of the Transferred Sponsor Shares. Investor acknowledges and agrees that Investor has received and has had an adequate opportunity to review such financial and other information as Investor deems necessary in order to make an investment decision with respect to the Transferred Sponsor Shares, including with respect to LumiraDx, CAH and the Merger, and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to Investor’s investment in the Transferred Sponsor Shares. Investor represents and agrees that Investor and Investor’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as Investor and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Transferred Sponsor Shares. Without limiting the generality of the foregoing, Investor acknowledges that it has reviewed CAH’s filings with the SEC. (f) Investor became aware of the offering of the Transferred Sponsor Shares solely by means of direct contact between Investor and the Sponsor or its representatives or affiliates. Investor did not become aware of the offering of the Transferred Sponsor Shares, nor were the Transferred Sponsor Shares offered to Investor, by any other means. Investor acknowledges that Transferred Sponsor Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. (g) Investor acknowledges that it is aware that there are substantial risks incident to the ownership of the Transferred Sponsor Shares. Investor has such knowledge, sophistication knowledge and experience in financial and business and financial matters so as to be capable of evaluating the merits and risks of investing an investment in the CEI Transferred Sponsor Shares, and Investor has so evaluated the merits had an opportunity to seek, and risk of has sought, such investment. (f) accounting, legal, business and tax advice as Investor acknowledges and understands that the Company may be in possession of material non-public information regarding the Company not known has considered necessary to Investor that may impact the value of the CEI Shares and that the Company is not disclosing any such information to Investor. (g) make an informed investment decision. Investor is not purchasing relying on any statements or representations of the CEI Shares as a result Sponsor or any of any form of general solicitation its agents for legal, tax or general advertising as such terms are used in Rule 502 under investment advice with respect to this Agreement or the Securities Acttransactions contemplated by the Agreement. (h) Investor has adequately analyzed and fully considered the risks of an investment in the Transferred Sponsor Shares and determined that the Transferred Sponsor Shares are a suitable investment for Investor and that Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of Investor’s investment in the Transferred Sponsor Shares. Investor acknowledges specifically that a possibility of total loss exists. (i) Investor understands and agrees that no federal or state agency has passed upon or endorsed the CEI merits of the offering of the Transferred Sponsor Shares constitute “restricted securities” under or made any findings or determination as to the Securities Act which may be resold without registration under fairness of this investment. (j) No broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with this Agreement. (k) Investor is not entering into the Securities Act only transactions contemplated by this Agreement to create actual or apparent trading activity in certain limited circumstances pursuant the CAH Class A Common Stock (or any security convertible into or exchangeable for CAH Class A Common Stock) or to an exemption from such registration raise or depress or otherwise manipulate the price of the CAH Class A Common Stock (or any security convertible into or exchangeable for the CAH Class A Common Stock) or otherwise in compliance violation of the Exchange Act. Investor has not entered into or altered, and agrees that Investor will not enter into or alter, any corresponding or hedging transaction or position with applicable federal and state securities lawsrespect to the CAH Class A Common Stock.

Representations and Warranties of Investor. Investor represents and warrants to to, and agrees with, Holdings as set forth below. Each representation, warranty and agreement set forth in this Annex A is made as of the Company thatdate hereof and as of any issue date of the Securities: (a) Investor is duly organized and validly existing under has the laws of the state of its incorporation or organization and has all requisite power and authority to enter into into, execute and deliver this Letter Agreement and to perform its obligations under hereunder and has taken all necessary action required for the due authorization, execution, delivery and performance by it of this Letter Agreement. (b) The execution, delivery and performance of this This Letter Agreement has been duly authorized and validly executed and delivered by all necessary action on the part of Investor, and this Agreement is a constitutes its valid and binding obligation of Investorobligation, enforceable against it in accordance with its terms. (c) Investor has good Any Securities and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, and Common Stock issuable upon delivery conversion of the CQH Shares in consideration of the CEI Shares pursuant hereto, good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Company. (d) Investor understands and agrees Series D Preferred Stock that the CEI Shares are being issued to Investor pursuant to the “private placement” exemption from registration provided may be acquired by Section 4(a)(2) of the Securities Act. Investor is acquiring the CEI Shares solely for its own account account, for investment and not with a view towards, toward resale or for resale in connection with, other distribution within the public sale or distribution thereof in violation meaning of the Securities Act. (ed) Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in any Securities and the Common Stock issuable upon conversion of the Series D Preferred Stock that may be acquired by it. Investor is an “"accredited investor” as defined in " within the meaning of Rule 501(a) under the Securities Act or a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act. Investor has such knowledge, sophistication understands and experience in business and financial matters so as is able to be capable of evaluating the merits of investing in the CEI Shares, and has so evaluated the merits and risk of bear any economic risks associated with such investment. (fe) Investor acknowledges that it has been afforded the opportunity to ask questions and understands receive answers concerning Holdings and to obtain additional information that it has requested to verify the Company may be accuracy of the information contained herein. Notwithstanding the foregoing, nothing contained herein will operate to modify or limit in possession any respect the representations and warranties of Holdings or to relieve it from any obligations to Investor for breach thereof or the making of misleading statements or the omission of material non-public information regarding facts in connection with the Company not known to Investor that may impact the value transactions contemplated herein. (f) None of the CEI Shares execution and that delivery by Investor of this Letter Agreement, the Company performance of and compliance by Investor with all of the provisions hereof and the consummation of the transactions contemplated herein (i) will conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result in the acceleration, termination, modification or cancellation of, or the creation of any lien under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Investor is not disclosing a party or by which Investor is bound or to which any such information to of the property or assets of Investor is subject, (ii) will result in any violation of the provisions of the certificate of incorporation or by-laws or equivalent organizational documents of Investor, or (iii) will result in any violation of, or any termination or material impairment of any rights under, any statute, license, authorization, injunction, judgment, order, decree, rule or regulation of any court, governmental agency or body, or arbitration or similar tribunal having jurisdiction over Investor or any of its properties. (g) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body having jurisdiction over Investor or any of its properties is not purchasing required for the CEI Shares as a result execution and delivery by Investor of any form this Letter Agreement, the performance of general solicitation or general advertising as such terms are used in Rule 502 under and compliance by Investor with all of the Securities Actprovisions hereof and the consummation of the transactions contemplated herein. (h) The Investor understands is an Equity Investor (as defined in the Credit Agreements and agrees the Revolver) and meets the beneficial ownership conditions set forth in clause (II) of Section 8.02(b) of the Credit Agreements and Section 9.02(d) of the Revolver. ANNEX B CERTIFICATE OF DESIGNATIONS of SERIES D PREFERRED STOCK of FOAMEX INTERNATIONAL INC. (Pursuant to Section 151 of the Delaware General Corporation Law) ---------------------- Foamex International Inc., a Delaware corporation (the "Corporation"), hereby certifies that this Certificate of Designations was duly adopted by resolution of the CEI Shares constitute “restricted securities” under Board of Directors of the Securities Act Corporation (the "Board") in accordance with Section 151 of the Delaware General Corporation Law. Pursuant to the authority expressly granted to and vested in the Board by the provisions of the Second Amended and Restated Certificate of Incorporation of the Corporation (the "Certificate of Incorporation"), there is hereby created, out of the Seven Million (7,000,000) shares of Preferred Stock, par value $0.01 per share, of the Corporation authorized in Article V of the Certificate of Incorporation (the "Preferred Stock"), a series of the Preferred Stock consisting of Sixty Thousand (60,000) shares, which may be resold without registration under series shall have the Securities Act only following powers, designations, preferences and relative, participating, optional or other rights, and the following qualifications, limitations and restrictions (in certain limited circumstances pursuant addition to an exemption from such registration the powers, designations, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions, set forth in compliance with the Certificate of Incorporation which are applicable federal and state securities laws.to the Preferred Stock):

Representations and Warranties of Investor. (a) Each Investor represents and warrants to the Company Company, severally and not jointly and only with respect to itself, as of the date of this Agreement, that: (ai) Such Investor is a legal entity duly organized and organized, validly existing and in good standing under the laws of the state Laws of its incorporation or organization and jurisdiction of incorporation. (ii) Such Investor has all requisite corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by such Investor and constitutes a valid and binding agreement of such Investor enforceable against such Investor in accordance with its terms, subject to the Bankruptcy and Equity Exception. (biii) The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of Investorsuch Investor does not, and this Agreement is performance of its obligations hereunder will not, constitute or result in a valid and binding obligation breach or violation of, or a default under, the Organizational Documents of such Investor. (civ) Such Investor has good and valid title to is the CQH Shares, free and clear holder of all liens, encumbrances, equities or claims, and upon delivery record of the CQH Shares in consideration of the CEI Shares pursuant those Equity Securities listed across from such Investor’s name on Schedule I hereto, good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Company. (dv) Such Investor understands and agrees that the CEI Shares are being issued to Investor pursuant to the “private placement” exemption from registration provided by Section 4(a)(2) is a Controlled Affiliate of the Investor Adviser. (vi) Neither the Investor Adviser, such Investor nor any of their respective Controlled Affiliates Beneficially Owns any Equity Securities Act. of the Company other than those Equity Securities listed on Schedule I hereto. (b) Each Investor is acquiring the CEI Subject Shares pursuant to an exemption from registration under the Securities Act solely for its own account for investment purposes and not with a view towardsto, or for resale offer or sale in connection with, any distribution thereof. Each Investor acknowledges that the public sale or distribution thereof in violation of the Securities Act. (e) Investor is an “accredited investor” as defined in Rule 501(a) Subject Shares are not registered under the Securities Act. Investor has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits of investing in the CEI Sharesor any state securities laws, and has so evaluated the merits and risk of such investment. (f) Investor acknowledges and understands that the Company may be in possession of material non-public information regarding the Company not known to Investor that may impact the value of the CEI Shares and that the Company is Subject Shares may not disclosing any such information be transferred or sold except pursuant to Investor. (g) Investor is not purchasing the CEI Shares as a result registration provisions of any form of general solicitation or general advertising as such terms are used in Rule 502 under the Securities Act. (h) Investor understands and agrees that the CEI Shares constitute “restricted securities” under the Securities Act which may be resold without registration under the Securities Act only in certain limited circumstances or pursuant to an applicable exemption from such registration in compliance with applicable federal therefrom and subject to state securities lawslaws and regulations, as applicable, and in each case subject to the other limitations set forth in this Agreement.

Representations and Warranties of Investor. Investor represents and warrants to the Company that: (a) This Subscription Agreement has been duly authorized, executed, and delivered by the Investor and constitutes the Investor’s legal, valid, and binding obligation enforceable in accordance with its respective terms, except as enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity. The Investor is duly organized and validly existing under the laws of the state of its incorporation a corporation, limited liability company, limited partnership or organization and other legal entity that has all requisite power and authority (corporate or otherwise) to enter into execute and deliver this Subscription Agreement and to perform its obligations under this Agreementhereunder and to consummate the transactions contemplated hereby. (b) The execution, delivery Investor is acquiring the Acquired Shares for the Investor’s own account for investment and performance of this Agreement has been duly authorized by all necessary action on not with a view to resale or distribution. The Investor understands that the part of InvestorAcquired Shares have not been, and this Agreement is will not be, registered under the Securities Act of 1933, as amended (the “1933 Act”), by reason of a valid specific exemption from the registration provisions of the 1933 Act that depends upon, among other things, the bona fide nature of the investment intent and binding obligation the accuracy of the Investor’s representations and warranties as expressed herein. The Investor has not been formed solely for the purpose of acquiring the Acquired Shares. (c) The Investor: (i) has been furnished all agreements, documents, records and books that the Investor has good requested relating to an investment in the Acquired Shares; and valid title (ii) has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering, the Common Stock, the Company and its business and to obtain such additional information that was otherwise provided, and it has not been furnished any other literature relating to the CQH SharesOffering, free and clear of all liensthe Common Stock, encumbrances, equities the Company or claims, and upon delivery of the CQH Shares in consideration of the CEI Shares pursuant hereto, good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Companyits business. (d) The Investor recognizes (i) that purchase of the Acquired Shares involves a high degree of risk and has taken full cognizance of and understands and agrees such risks, (ii) that the CEI Shares are being issued to Investor pursuant to the “private placement” exemption from registration all information provided by Section 4(a)(2) the Company relating to its use of the Securities Act. Investor is acquiring the CEI Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of the Securities Act. (e) Investor is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Investor has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits of investing in the CEI Sharesproceeds, and has so evaluated other information which is not of an historical nature represents only the merits Company’s good faith assessment of its future expenses, revenues, and risk of operations, as applicable, and is based upon assumptions which the Company believes are reasonable, although no assurance exists that such investment. forecasts and assumptions will be fulfilled, and (fiii) Investor acknowledges and understands that the Company may be has relied on the representations of the Investor as set forth in possession this Section in determining materiality for purposes of material non-public information regarding satisfying the disclosure obligations of the Company not known to Investor that may impact and in determining the value availability of the CEI Shares and that the Company is not disclosing any such information to Investor. (g) Investor is not purchasing the CEI Shares as a result of any form of general solicitation or general advertising as such terms are used in Rule 502 exemptions from registration requirements under the Securities Act. (h) Investor understands and agrees that the CEI Shares constitute “restricted securities” under the Securities Act which may be resold without registration under the Securities Act only in certain limited circumstances pursuant to an exemption from such registration in compliance with applicable federal and state securities laws. (e) The Investor fully understands and agrees that the Investor must bear the economic risk of the purchase of the Acquired Shares for an indefinite period of time because, among other reasons, the Acquired Shares have not been registered under the 1933 Act, or the securities laws of any state, and therefore cannot be sold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and applicable state securities laws or an exemption from such registration is available. (f) The Investor (i) can bear the risk of losing the entire investment; (ii) has overall commitments to other investments which are not readily marketable that are not disproportionate to his, her or its net worth and the investment in the Acquired Shares will not cause such overall commitment to become excessive; (iii) has adequate means of providing for current needs and personal contingencies and has no need for liquidity in the investment in the Acquired Shares; and (iv) has sufficient knowledge and experience in financial and business matters such that it is capable, either alone, or together with one or more advisors, of evaluating the risks and merits of investing in the Acquired Shares. (g) The Investor has not incurred, and will not incur, directly or indirectly, as a result of any action taken by the Investor, any liability for brokerage or finder’s fees or agent’s commissions or any similar charges in connection with this Subscription Agreement. (h) The Investor acknowledges that the Investor must depend entirely upon his, her or its own personal advisors for tax advice concerning an investment in the Company, that the Company has not provided any information on tax matters, and that any information provided to or it by, or on behalf of, the Company is not to be construed as tax advice to it from counsel to the Company. The Investor will rely solely on his, her or its own personal advisors and not on any statements or representations of the Company or any of its agents and understands that the Investor (and not the Company) shall be responsible for the Investor’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Subscription Agreement. (i) The Investor accepts the terms of the Company’s Organic Documents. (j) The representations and warranties made in this Section, and all other information that the Investor has provided to the Company, either directly or indirectly, concerning the Investor’s financial position and knowledge of financial and business matters, is correct and complete as of the date hereof. (k) The Investor qualifies as an "Accredited Investor" as such term is defined under Rule 501 of Regulation D promulgated under the 1933 Act. (l) Neither the Investor nor, to the extent it has them, any of its equity owners who own 20% or more of the outstanding equity of Investor, (collectively with the Investor, the “Investor Covered Persons”), are subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3); provided, however that if an Investor Covered Person is subject to a Disqualification Event covered by Rule 506(d)(2)(i) then Investor shall have provided the Company with such information as necessary to make the required disclosure regarding the applicable Disqualification Event under Rule 506(e). The Investor has exercised reasonable care to determine whether any Investor Covered Person is subject to a Disqualification Event. The purchase of the Acquired Shares by the Investor will not subject the Company to any Disqualification Event.

Representations and Warranties of Investor. Investor represents and warrants to the Company thatas follows: (a) At the time Investor was offered the Note, Investor was, and on the date Investor receives the Note will be, an “accredited investor” as defined by Rule 501(a) under the Securities Act, and Investor is duly organized capable of evaluating the merits and validly existing risks of Investor’s investment in the Company and has the capacity to protect Investor’s own interests. (b) Investor understands that the Note is not presently registered under the laws Securities Act and may never become registered under the Securities Act. Investor acknowledges that neither the Note nor any shares of Common Stock obtained upon conversion of the state Note or exercise of the Warrant can be sold, transferred, pledged, hypothecated, assigned or otherwise disposed of, unless such Note or Common Stock, as the case may be, is registered under the Securities Act, or if in the opinion of counsel satisfactory to the Company, such sale, transfer, pledge, hypothecation, assignment or disposition is exempt from such registration requirements. The Investor understands that it may have to hold the Note and any shares of Common Stock obtained upon conversion of the Note or exercise of the Warrant for an indefinite period of time, and that the Investor might have to bear the complete economic loss of its incorporation investment in the Company. (c) Investor acknowledges and understands that the Note is being purchased for investment purposes and not with a view to distribution or organization resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing the Note in full compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws. Investor acknowledges and understands that an investment in the Note is not a liquid investment. (d) Investor acknowledges that the Note is not a publicly traded security. Investor acknowledges and understands that there is no public market for any of the Note and no assurance can be given that any public market will ever develop or if developed that any such market will be sustained. (e) Investor acknowledges that Investor has had the opportunity to ask questions of, and receive answers from the Company or any person acting on the Company's behalf concerning the Company and its business and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Investor. In connection therewith, Investor acknowledges that Investor has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any person acting on its behalf. In determining whether to make this investment, Investor has relied solely on Investor’s own knowledge and understanding of the Company and its business based upon Investor’s own due diligence investigations and the information furnished pursuant to this paragraph. (f) Investor has all requisite legal and other power and authority to enter into execute and deliver this Agreement and to carry out and perform its Investor’s obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Investor, enforceable in accordance with its terms, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other general principals of equity, whether such enforcement is considered in a proceeding in equity or law. (g) Investor has carefully considered and has discussed with the Investor’s professional legal, tax, accounting and financial advisors, to the extent the Investor has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement, including, whether the acquisition of the Note will result in any adverse tax consequences to the Investor, for the Investor’s particular federal, state, local and foreign tax and financial situation and has determined that this investment and the transactions contemplated by this Agreement are a suitable investment for the Investor. Investor relies solely on such advisors and not on any statements or representations of the Company, or its agents. Investor understands that Investor (and not the Company) shall be responsible for Investor’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (bh) This Agreement and the Investor Questionnaire as set forth in Attachment 1 do not contain any untrue statement of a material fact or omit any material fact concerning Investor. (i) There are no actions, suits, proceedings or investigations pending against Investor or Investor’s properties before any court or governmental agency (nor, to Investor’s knowledge, is there any threat thereof) which would impair in any way Investor’s ability to enter into and fully perform Investor’s commitments and obligations under this Agreement or the transactions contemplated hereby. (j) The execution, delivery and performance of and compliance with this Agreement has been duly authorized by all necessary action on Agreement, and the part issuance of the Note will not result in any material violation of, or conflict with, or constitute a material default under, any of Investor’s articles of incorporation or other organizational charter document or bylaws, and this Agreement is a valid and binding obligation partnership agreement or operating agreement, if applicable, or any of Investor’s material agreements, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Investor or the Note. (ck) Investor has good acknowledges that the Note is speculative and valid title to the CQH Shares, free and clear involve a high degree of all liens, encumbrances, equities or claimsrisk, and upon delivery that Investor can bear the economic risk of the CQH Shares in consideration purchase of the CEI Shares pursuant heretoNote, good and valid title to the CQH Shares, free and clear including a total loss of all liens, encumbrances, equities or claims, will pass to the Company. (d) Investor understands and agrees that the CEI Shares are being issued to Investor pursuant to the “private placement” exemption from registration provided by Section 4(a)(2) of the Securities Act. Investor is acquiring the CEI Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of the Securities Act. (e) Investor is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Investor has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits of investing in the CEI Shares, and has so evaluated the merits and risk of such investment. (fl) Investor acknowledges and understands that the Company may be in possession of material non-public information regarding the Company not known to Investor that may impact the value merits of the CEI Shares Note have not been passed upon by the SEC nor any state securities commission, nor has the SEC nor any state securities commission opined upon the accuracy or adequacy of this Agreement and recognizes that no federal, state or foreign agency has recommended or endorsed the Company is not disclosing any such information to Investorpurchase of the Note. (gm) Investor is not purchasing aware that the CEI Shares Note are and will be, when issued, “restricted securities” as a result of any form of general solicitation or general advertising as such terms are used that term is defined in Rule 502 144 of the general rules and regulations under the Securities Act. (hn) Investor understands and agrees that the CEI Note, the Warrant and any and all securities issued in replacement thereof or in exchange therefor or in exercise thereof shall, until the Conversion Shares, Warrant and Warrant Shares constitute “restricted securities” under are registered as provided herein and in the Securities Act Warrant and the Note, bear the following legend or one substantially similar thereto, which Investor has read and understands: (o) In addition, the Note, the Warrant and any and all securities issued in replacement thereof or in exchange therefor or in exercise thereof, shall bear such legends as may be resold without registration under required by the Securities Act only securities laws of the jurisdiction in certain limited circumstances pursuant to an exemption from such registration which Investor resides. (p) Any sales, transfers, or any other dispositions of the Note by Investor, if any, will be in compliance with the Securities Act. (q) Investor acknowledges that Investor 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 Note and of making an informed investment decision. (r) Investor represents that: (i) Investor is able to bear the economic risks of an investment in the Note and to afford the complete loss of the investment; and (ii) (A) Investor could be reasonably assumed to have the capacity to protect his/her/its own interests in connection with this subscription; or (B) Investor has a pre-existing personal or business relationship with either the Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent Investor to be aware of the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. (s) Investor further represents that the address set forth below is his/her principal residence (or, if Investor is a company, partnership or other entity, the address of its principal place of business). (t) Investor represents that Investor is not subscribing for a Note as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over the Internet, television or radio or presented at any seminar or meeting. (u) Investor has carefully read this Agreement and Investor has accurately completed the Investor Questionnaire which accompanies this Agreement. (v) No representations or warranties have been made to Investor by the Company, or any of its managers, officers, employees, agents, affiliates, or subsidiaries of the Company, other than the representations of the Company contained herein, and in subscribing for the Note the Investor is not relying upon any representations other than those contained in this Agreement. (w) Investor represents and warrants, to the best of its knowledge, except for Spartan, no finder, broker, agent, financial advisor or other intermediary, nor any Investor representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement. (x) The Investor is not a prohibited country, territory, individual or entity listed on the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) website and is not directly or indirectly affiliated with any country, territory, individual or entity named on an OFAC list or prohibited by any OFAC sanctions programs. All amounts subscribed for in this Agreement by the Investor were not directly or indirectly derived from activities that may contravene Federal, state or international laws and regulations, including anti-money laundering and anti-terrorist financing laws and regulations. (y) The Investor acknowledges that due to anti-terrorism and anti-money laundering regulations, the Company or any administrator acting on behalf of the Company may require further documentation verifying Investor's identity and the source of funds used to purchase the Note subscribed for hereby before this Agreement can be processed or accepted. To comply with applicable federal U.S. legislation and state securities lawsregulations, including but not limited to the International Anti-Money Laundering and Financial Anti-Terrorism Abatement Act of 2001 (Title III of the USA PATRIOT Act), the Investor agrees that all payments by Investor to the Company and all distributions to the Investor from the Company will only be made in Investor's name and to and from a bank account of a bank based or incorporated in or formed under the laws of the United States or a bank that is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the U.S. Department of the Treasury, as such regulations may be amended from time to time. The Investor further agrees to provide the Company at any time with such information or certification as the Company determines to be necessary or appropriate to verify compliance with the anti-terrorism and anti-money laundering regulations of any applicable jurisdiction or to respond to requests for information concerning the identity of Investor or any person directly or indirectly controlling or owning an interest in the Investor from any governmental authority, self-regulatory organization or financial institution in connection with the Company's compliance procedures with respect to anti-terrorism and anti-money laundering regulations and to update such information as necessary. Such information may include, but not be limited to, the name, address, telephone number, date of birth, and Social Security or taxpayer identification number of any such individual person, or of the beneficial owners of any entity, if the Investor is an entity. Identity may be verified using a current valid passport or other such current valid government-issued identification (e.g., a driver's license). The Company intends to maintain records of information used for verification of identity. Investor understands that any information provided to the Company may be disclosed to the United States Government by the Company.

Representations and Warranties of Investor. Investor represents and warrants to the Company thatas follows: (a) At the time Investor was offered the Note, Investor was, and on the date Investor receives the Note will be, an “accredited investor” as defined by Rule 501(a) under the Securities Act, and Investor is duly organized capable of evaluating the merits and validly existing risks of Investor’s investment in the Company and has the capacity to protect Investor’s own interests. (b) Investor understands that the Note is not presently registered under the laws Securities Act and may never become registered under the Securities Act. Investor acknowledges that neither the Note nor any shares of Common Stock obtained upon conversion of the state Note or exercise of the Warrant can be sold, transferred, pledged, hypothecated, assigned or otherwise disposed of, unless such Note or Common Stock, as the case may be, is registered under the Securities Act, or if in the opinion of counsel satisfactory to the Company, such sale, transfer, pledge, hypothecation, assignment or disposition is exempt from such registration requirements. The Investor understands that it may have to hold the Note and any shares of Common Stock obtained upon conversion of the Note or exercise of the Warrant for an indefinite period of time, and that the Investor might have to bear the complete economic loss of its incorporation investment in the Company. (c) Investor acknowledges and understands that the Note is being purchased for investment purposes and not with a view to distribution or organization resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing the Note in full compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws. Investor acknowledges and understands that an investment in the Note is not a liquid investment. (d) Investor acknowledges that the Note is not a publicly traded security. Investor acknowledges and understands that there is no public market for any of the Note and no assurance can be given that any public market will ever develop or if developed that any such market will be sustained. (e) Investor acknowledges that Investor has had the opportunity to ask questions of, and receive answers from the Company or any person acting on the Company's behalf concerning the Company and its business and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Investor. In connection therewith, Investor acknowledges that Investor has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any person acting on its behalf. In determining whether to make this investment, Investor has relied solely on Investor’s own knowledge and understanding of the Company and its business based upon Investor’s own due diligence investigations and the information furnished pursuant to this paragraph. (f) Investor has all requisite legal and other power and authority to enter into execute and deliver this Agreement and to carry out and perform its Investor’s obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Investor, enforceable in accordance with its terms, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other general principals of equity, whether such enforcement is considered in a proceeding in equity or law. (g) Investor has carefully considered and has discussed with the Investor’s professional legal, tax, accounting and financial advisors, to the extent the Investor has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement, including, whether the acquisition of the Note will result in any adverse tax consequences to the Investor, for the Investor’s particular federal, state, local and foreign tax and financial situation and has determined that this investment and the transactions contemplated by this Agreement are a suitable investment for the Investor. Investor relies solely on such advisors and not on any statements or representations of the Company, or its agents. Investor understands that Investor (and not the Company) shall be responsible for Investor’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (bh) This Agreement and the Investor Questionnaire as set forth in Attachment 1 do not contain any untrue statement of a material fact or omit any material fact concerning Investor. (i) There are no actions, suits, proceedings or investigations pending against Investor or Investor’s properties before any court or governmental agency (nor, to Investor’s knowledge, is there any threat thereof) which would impair in any way Investor’s ability to enter into and fully perform Investor’s commitments and obligations under this Agreement or the transactions contemplated hereby. (j) The execution, delivery and performance of and compliance with this Agreement has been duly authorized by all necessary action on Agreement, and the part issuance of the Note will not result in any material violation of, or conflict with, or constitute a material default under, any of Investor’s articles of incorporation or other organizational charter document or bylaws, and this Agreement is a valid and binding obligation partnership agreement or operating agreement, if applicable, or any of Investor’s material agreements, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Investor or the Note. (ck) Investor has good acknowledges that the Note is speculative and valid title to the CQH Shares, free and clear involve a high degree of all liens, encumbrances, equities or claimsrisk, and upon delivery that Investor can bear the economic risk of the CQH Shares in consideration purchase of the CEI Shares pursuant heretoNote, good and valid title to the CQH Shares, free and clear including a total loss of all liens, encumbrances, equities or claims, will pass to the Company. (d) Investor understands and agrees that the CEI Shares are being issued to Investor pursuant to the “private placement” exemption from registration provided by Section 4(a)(2) of the Securities Act. Investor is acquiring the CEI Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of the Securities Act. (e) Investor is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Investor has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits of investing in the CEI Shares, and has so evaluated the merits and risk of such investment. (fl) Investor acknowledges and understands that the Company may be in possession of material non-public information regarding the Company not known to Investor that may impact the value merits of the CEI Shares Note have not been passed upon by the SEC nor any state securities commission, nor has the SEC nor any state securities commission opined upon the accuracy or adequacy of this Agreement and recognizes that no federal, state or foreign agency has recommended or endorsed the Company is not disclosing any such information to Investorpurchase of the Note. (gm) Investor is not purchasing aware that the CEI Shares Note are and will be, when issued, “restricted securities” as a result of any form of general solicitation or general advertising as such terms are used that term is defined in Rule 502 144 of the general rules and regulations under the Securities Act. (hn) Investor understands and agrees that the CEI Note, the Warrant and any and all securities issued in replacement thereof or in exchange therefor or in exercise thereof shall, until the Conversion Shares, Warrant and Warrant Shares constitute are registered as provided herein and in the Warrant and the Note, bear the following legend or one substantially similar thereto, which Investor has read and understands: “restricted securities” under THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS (“STATE ACTS”) AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR STATE ACTS OR AN EXEMPTION FROM REGISTRATION THEREUNDER.” (o) In addition, the Securities Act which Note, the Warrant and any and all securities issued in replacement thereof or in exchange therefor or in exercise thereof, shall bear such legends as may be resold without registration under required by the Securities Act only securities laws of the jurisdiction in certain limited circumstances pursuant to an exemption from such registration which Investor resides. (p) Any sales, transfers, or any other dispositions of the Note by Investor, if any, will be in compliance with the Securities Act. (q) Investor acknowledges that Investor 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 Note and of making an informed investment decision. (r) Investor represents that: (i) Investor is able to bear the economic risks of an investment in the Note and to afford the complete loss of the investment; and (ii) (A) Investor could be reasonably assumed to have the capacity to protect his/her/its own interests in connection with this subscription; or (B) Investor has a pre-existing personal or business relationship with either the Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent Investor to be aware of the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. (s) Investor further represents that the address set forth below is his/her principal residence (or, if Investor is a company, partnership or other entity, the address of its principal place of business). (t) Investor represents that Investor is not subscribing for a Note as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over the Internet, television or radio or presented at any seminar or meeting. (u) Investor has carefully read this Agreement and Investor has accurately completed the Investor Questionnaire which accompanies this Agreement. (v) No representations or warranties have been made to Investor by the Company, or any of its managers, officers, employees, agents, affiliates, or subsidiaries of the Company, other than the representations of the Company contained herein, and in subscribing for the Note the Investor is not relying upon any representations other than those contained in this Agreement. (w) Investor represents and warrants, to the best of its knowledge, except for Spartan, no finder, broker, agent, financial advisor or other intermediary, nor any Investor representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement. (x) The Investor is not a prohibited country, territory, individual or entity listed on the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) website and is not directly or indirectly affiliated with any country, territory, individual or entity named on an OFAC list or prohibited by any OFAC sanctions programs. All amounts subscribed for in this Agreement by the Investor were not directly or indirectly derived from activities that may contravene Federal, state or international laws and regulations, including anti-money laundering and anti-terrorist financing laws and regulations. (y) The Investor acknowledges that due to anti-terrorism and anti-money laundering regulations, the Company or any administrator acting on behalf of the Company may require further documentation verifying Investor's identity and the source of funds used to purchase the Note subscribed for hereby before this Agreement can be processed or accepted. To comply with applicable federal U.S. legislation and state securities lawsregulations, including but not limited to the International Anti-Money Laundering and Financial Anti-Terrorism Abatement Act of 2001 (Title III of the USA PATRIOT Act), the Investor agrees that all payments by Investor to the Company and all distributions to the Investor from the Company will only be made in Investor's name and to and from a bank account of a bank based or incorporated in or formed under the laws of the United States or a bank that is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the U.S. Department of the Treasury, as such regulations may be amended from time to time. The Investor further agrees to provide the Company at any time with such information or certification as the Company determines to be necessary or appropriate to verify compliance with the anti-terrorism and anti-money laundering regulations of any applicable jurisdiction or to respond to requests for information concerning the identity of Investor or any person directly or indirectly controlling or owning an interest in the Investor from any governmental authority, self-regulatory organization or financial institution in connection with the Company's compliance procedures with respect to anti-terrorism and anti-money laundering regulations and to update such information as necessary. Such information may include, but not be limited to, the name, address, telephone number, date of birth, and Social Security or taxpayer identification number of any such individual person, or of the beneficial owners of any entity, if the Investor is an entity. Identity may be verified using a current valid passport or other such current valid government-issued identification (e.g., a driver's license). The Company intends to maintain records of information used for verification of identity. Investor understands that any information provided to the Company may be disclosed to the United States Government by the Company.

Representations and Warranties of Investor. Each Investor, severally and solely with respect to himself, herself or itself, makes the following representations and warranties, with the intent that they be relied upon by the Company and each officer, director, employee and agent of the Company in determining Investor’s suitability as a purchaser of the Shares, the Warrant and the shares of common stock issuable upon exercise of the Warrant (the “Securities”). Investor hereby agrees that these representations and warranties shall survive the Investor’s purchase of the Securities. By signing this Agreement, Investor represents that he has read and warrants to acknowledged the Company thatrepresentations set forth in this Section 2: (a) The Investor is duly organized the sole and validly existing under true party in interest, is acquiring the laws Shares for the Investor’s own account for investment, is not purchasing the Shares for the benefit of any other person, and has no present intention of holding or managing the Shares with others or of selling, distributing or otherwise disposing of any portion of the state Shares. (b) This Agreement constitutes the Investor’s valid and legally binding obligation, enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, and other similar laws affecting creditors’ rights, and rules of its incorporation or organization law governing specific performance, and the Investor has all requisite full power and authority to enter into and perform its obligations under this Agreement. (bc) The executionInvestor (i) if an individual, delivery is at least 21 years of age, and performance (ii) is a bona fide permanent resident of this Agreement has been duly authorized by all necessary action (or a trust or entity whose principal office or legal location is located in) the jurisdiction set forth on the part signature page hereof and has no present intention of Investorbecoming a resident of or located at any other jurisdiction. Investor has filled in and executed an Investor Questionnaire, and this Agreement represents that the information set forth in such Investor Questionnaire is a valid true and binding obligation of Investor. (c) Investor has good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, and upon delivery correct as of the CQH Shares in consideration of the CEI Shares pursuant hereto, good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Companydate hereof. (d) The Investor understands is aware that an investment in the Shares is highly speculative and agrees that subject to substantial risks. Investor has adequate means of providing for his current needs and possible contingencies, and is able to bear the CEI Shares are being issued to Investor pursuant to high degree of economic risk of this investment, including, but not limited to, the “private placement” exemption from registration provided by Section 4(a)(2) possibility of the Securities Act. Investor is acquiring complete loss of Investor’s entire investment and the CEI Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation limited transferability of the Securities ActShares, which may make the liquidation of this investment impossible for the indefinite future. (e) Investor is an “accredited investor” as defined in Rule 501(a) under the Securities Act. The Investor has such knowledge, sophistication knowledge and experience in financial and business and financial matters so as to be capable of evaluating the merits and risks of investing an investment in the CEI Shares, Shares and has so evaluated the merits and risk of such investmentmaking an informed investment decision. (f) The Investor acknowledges and understands that the Company Shares will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, in partial reliance upon exemptions from registration for certain private offerings. The Investor understands and agrees that the Shares, or any interest therein, may not be in possession resold or otherwise disposed of material non-public information regarding by the Investor unless the resale of the Shares is subsequently registered under the Securities Act and under all applicable state securities laws or unless the Company not known receives an opinion of counsel, satisfactory to it that an exemption from registration is available. Further, Investor understands that may impact the value of the CEI Shares and that only the Company is not disclosing any such information can take action so as to Investorregister the Shares. (g) The Investor acknowledges and represents that Investor has received and reviewed a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and Quarterly Report for the quarter ended September 30, 2015 (the “Disclosure Documents”) and any amendments or supplements thereto, has been given a reasonable opportunity to review all documents, books, and records of the Company pertaining to this investment, has been supplied with all additional information concerning the Company and the Shares that has been requested by the Investor, has had a reasonable opportunity to ask questions of and receive answers from the Company or its representatives concerning this investment, and that all such questions have been answered to the full satisfaction of the Investor. In addition to the foregoing, the Investor represents and warrants that it is not purchasing aware of the CEI Shares as following: i. The Company has little or no cash or accounts receivable, and has both indebtedness and accounts payable significantly exceeding its current assets; ii. Notwithstanding anything in the Disclosure Documents to the contrary, the current Chief Executive Officer of the Company is H▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, and the current Chairman of the Board of Directors of the Company is B▇▇▇▇▇▇ ▇. ▇▇▇▇▇. K▇▇▇▇ ▇. ▇▇▇▇ is no longer an officer or director of the Company. iii. The Company’s Board of Directors currently has four members, two of which (including M▇. ▇▇▇▇▇▇▇▇▇▇▇▇) were appointed by IPMD GmbH, and two of which (including M▇. ▇▇▇▇▇) were appointed by M▇▇▇▇▇▇ ▇. ▇▇▇▇▇. iv. The Company recently announced that it has completed with Altrazeal Trading GmbH, and intends to complete with Altrazeal AG and Oradisc GmbH, agreements with such current or former distributors (which are affiliated with IPMD GmbH) to cancel or repurchase the distribution rights in various territories. If any repurchase agreements are executed with Altrazeal AG and Oradisc GmbH in the future, the Company anticipates that the agreements will involve the issuance of a result significant number of shares of common stock, which will be dilutive to the stockholders. Notwithstanding the foregoing, within the past week, the Company has learned that IPMD GmbH and its affiliates (including the aforementioned distributors) are approaching insolvency and may commence a bankruptcy-equivalent proceeding in the near future. Any such filing will alter whether, when and if the Company attempts to re-acquire (or cancel) the distribution rights held by such distributors. In addition, any form rights held by IPMD GmbH (including a right to appoint two directors and voting rights) will be controlled by different persons than today.1 (h) Investor has received no representations, written or oral, from the Company, a placement agent or any officer, director, employee, attorney or agent thereof, other than those contained in the Disclosure Documents and this Agreement. In making the decision to purchase the Shares, Investor has relied solely upon Investor’s review of general solicitation the Disclosure Documents, this Agreement, and independent investigations made by Investor or general advertising as such terms are used in Rule 502 under Investor’s representatives without assistance of the Securities ActCompany. (hi) Investor understands and agrees that the CEI following restrictions and limitations are applicable to his purchases and resales, pledges, hypothecations, or other transfers of the Shares: i. The Shares constitute “restricted securities” shall not be sold, pledged, hypothecated, or otherwise transferred unless registered under the Securities Act which may be resold without registration under the Securities Act only in certain limited circumstances pursuant to and applicable state securities laws or an exemption from registration is available; 1 Each Investor agrees that, until such registration time as information about the approaching insolvency of IPMD GmbH and affiliated entities is publicly disclosed by the Company, will keep such information confidential and not trade on such information. The Company agrees to publicly disclose such information on or before April 1, 2016. ii. Each certificate or other document evidencing or representing the Shares shall be stamped or otherwise imprinted with a legend in compliance substantially the following form: THE SECURITIES OF THE COMPANY EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR IN ANY STATE IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND VARIOUS APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR ASSIGNED OR A SECURITY INTEREST CREATED THEREIN UNLESS THE PURCHASER, TRANSFEREE, ASSIGNEE, PLEDGEE OR HOLDER OF SUCH SECURITY INTEREST COMPLIES WITH ALL STATE AND FEDERAL SECURITIES LAWS (I.E., SUCH SECURITIES ARE REGISTERED UNDER SUCH LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE THEREUNDER) AND UNLESS THE SELLER, TRANSFEROR, ASSIGNOR, PLEDGOR OR GRANTOR OF SUCH SECURITY INTEREST PROVIDES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE TRANSACTION CONTEMPLATED WOULD NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. iii. Stop transfer instructions may be placed on the Shares so as to restrict the resale, pledge, hypothecation, or other transfer thereof in accordance with applicable federal the provisions hereof. (j) Investor represents and state securities lawsaffirms that none of the following information has ever been represented, guaranteed, or warranted to Investor, expressly or by implication, by any person: i. The approximate or exact length of time that Investor will be required to remain a shareholder of the Company; ii. The percentage of profit and/or amount of or type of consideration, profit or loss to be realized, if any, as a result of an investment in the Company; or iii. The possibility that the past performance or experience on the part of the Company or any affiliate, or any officer, director, employee, or agent of the foregoing, might in any way indicate or predict the results of ownership of the Shares or the potential success of the Company’s operations. (k) Investor represents that the Investor has read and considered fully the sections in the Disclosure Documents identifying the risk factors and investment considerations and understands that (i) any investment in the Shares is highly speculative and is subject to a high degree of risk, and (ii) there are substantial restrictions on the transferability of the Shares, and it may be impossible to liquidate an investment in the Shares in case of an emergency.

Representations and Warranties of Investor. Investor hereby represents and warrants to the Company thatand to FlashFunders, as of the date hereof and as of the Closing Date, as follows: (a) Investor is duly organized and validly existing under the laws of the state of its incorporation or organization and has all requisite necessary power and authority to enter into execute and perform deliver this Agreement and to carry out its obligations under this Agreement. (b) The execution, provisions. All action on Investor’s part required for the lawful execution and delivery and performance of this Agreement has been duly authorized by all necessary action on the part of Investortaken. Upon its execution and delivery, and this Agreement is will be a valid and binding obligation of Investor, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (b) as limited by general principles of equity that restrict the availability of equitable remedies. (c) Investor has good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, and upon delivery of the CQH Shares in consideration of the CEI Shares pursuant hereto, good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Company. (d) Investor understands and agrees that the CEI Shares are being issued to Investor pursuant to the “private placement” exemption from registration provided by Section 4(a)(2) of the Securities Act. Investor is acquiring the CEI Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of the Securities Act. (eb) Investor is an “accredited investor” as such term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act. ”), and all information provided by Investor through the Platform relating to Investor’s status as an accredited investor is complete, accurate and true in all respects. (c) Investor is obtaining the Shares and any shares of Common Stock to be issued to Investor upon conversion of the Shares (the “Conversion Shares”) for Investor’s own account and Investor has such knowledge, sophistication no present intention of distributing or selling the Shares or the Conversion Shares except as permitted under the Securities Act and applicable state securities laws. (d) Investor has sufficient knowledge and experience in business and financial matters so as to be capable of evaluating evaluate the Company, its proposed activities and the risks and merits of investing this investment. Investor has the ability to accept the high risk and lack of liquidity inherent in this type of investment. (e) Investor understands and acknowledges that the Company has a limited financial and operating history and that an investment in the CEI Shares, Company is highly speculative and has so evaluated involves substantial risks. Investor can bear the merits and economic risk of such investment.Investor’s investment and is (f) Investor acknowledges has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company. Investor has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Investor understands the significant risks of this investment. Investor believes that it has received all the information Investor considers necessary or appropriate for deciding whether to purchase the Shares and the Conversion Shares. Investor understands that such discussions, as well as any information issued by the Company, were intended to describe certain aspects of the Company’s business and prospects, but were not necessarily a thorough or exhaustive description. Investor acknowledges that any business plans, investor presentations or projections prepared by the Company may have been, and continue to be, subject to change and that any projections included in such materials or otherwise are necessarily speculative in nature, and it can be in possession of material non-public information regarding the Company not known to Investor expected that may impact the value some or all of the CEI Shares and assumptions underlying the projections will not materialize or will vary significantly from actual results. Investor also acknowledges that the Company it is not disclosing relying on any such information statements or representations of the Company, FlashFunders, or their respective agents, for legal advice with respect to Investorthis investment or the transactions contemplated by this Agreement. (g) Investor is not purchasing has the CEI capacity to protect its own interests in connection with the purchase of the Shares as a result by virtue of any form of general solicitation its business or general advertising as such terms are used in Rule 502 under the Securities Actfinancial expertise. (h) Investor understands is aware that neither the Shares nor any Conversion Shares have been registered under the Securities Act of 1933, and agrees that the CEI Shares and the Conversion Shares are deemed to constitute “restricted securities” under the Securities Act which may be resold without registration Rule 144 promulgated under the Securities Act only in certain limited circumstances (“Rule 144”). Investor also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Investor’s representations contained in this Agreement. (i) Investor understands that the Shares and, if issued, the Conversion Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Investor has been advised or is aware of the provisions of Rule 144, as in compliance effect from time to time, which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the resale occurring following the required holding period under Rule 144. (j) Investor acknowledges and agrees that the Shares are subject to restrictions on transfer set forth in the Rights Agreement and legends and restrictions on transfer described in Section 5 of this Agreement. (k) If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)), Investor represents that Investor has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable federal to such purchase, (iii) any governmental or other consents that may need to be obtained in connection with such purchase, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. The Company’s offer and sale and Investor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Investor’s jurisdiction. (l) Investor has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement, the Charter and the Rights Agreement. (m) Investor has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. With respect to such matters, Investor is relying solely on such advisors and not on any statements or representations of the Company, FlashFunders or any of their respective agents, written or oral. Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (n) If Investor is an individual, then Investor resides in the state securities lawsor province identified in the address of Investor set forth on the signature page hereto; if Investor is a partnership, corporation, limited liability company or other entity, then the office or offices of Investor in which its investment decision was made is located at the address or addresses of Investor set forth on the signature page hereto.

Representations and Warranties of Investor. Investor hereby represents and warrants to the Company thatSPAC and the Sponsor as of the date hereof and as of the closing date of the IPO, as follows: (a) Investor is duly organized and validly existing in good standing (to the extent applicable) under the laws its jurisdiction of the state of its incorporation or organization and has all requisite full power and authority to enter into execute and deliver this Agreement and to perform its obligations under this Agreementhereunder. (b) The execution, delivery and performance of this This Agreement has been duly authorized and validly executed and delivered by all necessary action on the part of InvestorInvestor and constitutes a legal, and this Agreement is a valid and binding obligation of InvestorInvestor enforceable against Investor in accordance with its terms, subject to the Enforceability Exceptions. (c) Investor has good The execution and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, and upon delivery of this Agreement, the CQH Shares in consideration consummation of the CEI Shares pursuant heretotransactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, good and valid title or result in any material violation of or default under, any of the Investor’s organizational documents, any agreement or other instrument to the CQH Shareswhich Investor is a party or by which Investor is bound, free and clear of all liensor any decree, encumbrancesorder, equities statute, rule or claims, will pass regulation applicable to the CompanyInvestor. (d) Investor understands and agrees that the CEI Shares are being issued to Investor pursuant to the “private placement” exemption from registration provided by Section 4(a)(2) of the Securities Act. Investor is acquiring the CEI Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of the Securities Act. (e) Investor is an “accredited investor” as that term is defined in Rule 501(a) Regulation D promulgated under the Securities Act of 1933, as amended (the “Act. Investor ”), and has such knowledge, sophistication knowledge and experience in financial and business and financial matters so as to be that Investor is capable of evaluating the merits and risks of investing Investor’s investment in the CEI Transferred Shares, of making an informed investment decision with respect thereto, and has so evaluated the merits ability and risk of such investmentcapacity to protect Investor’s interests. Investor acknowledges and agrees that Sponsor is relying upon the representations and warranties made by Investor in the Questionnaire attached as Annex A hereto. (fe) Investor acknowledges and understands that the Company may be in possession of material non-public information regarding the Company not known to Investor that may impact the value of the CEI Shares and that the Company is not disclosing any such information to Investor. (g) If Investor is not purchasing a United States person (as defined by Section 7701(a)(30) of the CEI U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Transferred Shares as a result or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Transferred Shares, (ii) any form of general solicitation foreign exchange restrictions applicable to such purchase, (iii) any governmental or general advertising as such terms are used in Rule 502 under other consents that may need to be obtained, and (iv) the Securities Act. (h) Investor understands income tax and agrees other tax consequences, if any, that the CEI Shares constitute “restricted securities” under the Securities Act which may be resold without registration under relevant to the Securities Act only in certain limited circumstances pursuant to an exemption from such registration in compliance with purchase, holding, redemption, sale, or transfer of the Transferred Shares. Investor’s subscription and payment for and continued beneficial ownership of the Transferred Shares will not violate any applicable federal and state securities lawsor other laws of Investor’s jurisdiction.

Representations and Warranties of Investor. Investor warrants and represents and warrants to the Company thatas follows: (a) Investor is duly organized and validly existing understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Act”) or any state securities laws (the “State Acts”) and that the transferability of the state Securities is therefore subject to restrictions imposed by those laws. Investor hereby represents to the Company that it is acquiring the Securities with no intention of reselling any Securities in any distribution in violation of the Act. Specifically, Investor represents to the Company that it is purchasing the Securities for investment purposes for its incorporation own account, that the Securities are not and are not to be the subject of any pledge or organization other lien, and has all requisite power that it does not intend to and authority will not resell the Securities unless, at a future date, they are registered under the Act and applicable State Acts, or in the opinion of securities counsel acceptable to enter into the Company, a specific exemption from registration is available in connection with any such resale. Investor further acknowledges that the Company is relying upon the validity of the representations and perform its obligations under this Agreementagreements herein made by it in issuing the Securities to Investor without registration. (b) The executionInvestor has had ample access to, delivery and performance time to review the financial statements of, and all other documents, locations and sources of this Agreement material information concerning, the Company as well as the opportunity to ask questions of, and receive answers from, the management of the Company to verify the accuracy and completeness of such information. Investor has reviewed the information available to it about the Company, including periodic and current reports on Form 10-Q, 10-K, and 8-K, publicly available on the Securities and Exchange Commission’s website, at ▇▇▇.▇▇▇.▇▇▇. Investor further warrants and represents that it has been duly authorized by all necessary action on given the part opportunity to obtain whatever additional information it may have needed to evaluate the transaction described herein, to verify such information, to inspect the corporate records of Investorthe Company and to meet with a representative of the management of the Company concerning its operations, organization and this Agreement is a valid and binding obligation of Investorfinancial posture. (c) Investor has good By reason of Investor’s knowledge and valid title to the CQH Shares, free experience in financial and clear of all liens, encumbrances, equities or claimsbusiness matters in general, and upon delivery investments in particular, it is capable of evaluating the CQH Shares merits and risks of an investment by Investor in consideration of the CEI Shares pursuant heretoSecurities and to make an informed decision with respect to such investment. Investor is an accredited investor, good as that term is defined in Regulation D as promulgated by the Securities and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the CompanyExchange Commission (“SEC”). (d) Investor understands and agrees that is capable of bearing the CEI Shares are being issued to economic risks of an investment in the Securities. Investor pursuant to the “private placement” exemption from registration provided by Section 4(a)(2) can afford a complete loss of the Securities Act. Investor investment provided for herein and is acquiring able to bear the CEI Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation economic risk of holding the Securities Actfor an indefinite period. (e) Investor Investor’s present financial condition is an “accredited investor” as defined in Rule 501(a) such that it is under no present or contemplated future need to dispose of any portion of the Securities Act. Investor has such knowledgeto satisfy any existing or contemplated undertaking, sophistication and experience in business and financial matters so as to be capable of evaluating the merits of investing in the CEI Sharesneed, and has so evaluated the merits and risk of such investmentor indebtedness. (f) Investor acknowledges and understands that the Company may be in possession of material non-public information regarding the Company not known to Investor that may impact the value of the CEI Shares and that the Company is not disclosing any such information to Investor. (g) Investor is not purchasing the CEI Shares as a result of any form of general solicitation or general advertising as such terms are used in Rule 502 under the Securities Act. (h) Investor understands and agrees that the CEI Shares constitute “restricted securities” under the Securities Act which may be resold without registration under the Securities Act only in certain limited circumstances pursuant to an exemption from such registration in compliance with applicable federal and state securities laws.

Representations and Warranties of Investor. Investor represents and warrants to the Company that: (a) Investor is duly organized and validly existing under the laws of the state of its incorporation or organization jurisdiction in which it is organized and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of Investor, and this Agreement is a valid and binding obligation of Investor. (c) Investor has good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, and upon delivery of the CQH Shares in consideration of the CEI Shares pursuant hereto, good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Company. (d) Investor understands and agrees that the CEI Shares are being issued to Investor pursuant to the “private placement” exemption from registration provided by Section 4(a)(2) of the Securities Act. Investor is acquiring the CEI Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of the Securities Act; provided, however that by making the representations herein, Investor does not agree to hold any of the CEI Shares for any minimum or other specific term and reserves the right to dispose the CEI Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act or as otherwise permissible under the law. (e) Investor is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Investor has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits of investing in the CEI Shares, and has so evaluated the merits and risk of such investment. (f) Investor acknowledges and understands that the Company may be in possession of material non-public information regarding the Company not known to Investor that may impact the value of the CEI Shares and that the Company is not disclosing any such information to Investor. (g) Investor is not purchasing the CEI Shares as a result of any form of general solicitation or general advertising as such terms are used in Rule 502 under the Securities Act. (h) Investor understands and agrees that the CEI Shares constitute “restricted securities” under the Securities Act which may be resold without registration under the Securities Act only in certain limited circumstances pursuant to an exemption from such registration in compliance with applicable federal and state securities laws.

Representations and Warranties of Investor. By executing the Subscription Agreement, Investor represents, warrants and agrees as follows: (A) The Investor will not sell or otherwise transfer the Shares, directly or indirectly, without the consent of the Company (which consent may be withheld for any or no reason by the Company in its sole and absolute discretion) without registration under the Securities Act or an exemption therefrom, and the Investor fully understands and agrees that it must bear the economic risk of its investment for an indefinite period of time because, among other reasons, the Shares have not been registered under the Securities Act or under the securities laws of certain states of the United States or other jurisdictions in reliance on exemptions from such registration and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of such states of the United States or other jurisdictions or an exemption from such registration is available. The Investor understands that the Company is not under any obligation to register the Shares on its behalf or to assist it in complying with any exemption from such registration under the Securities Act or otherwise. The Investor understands that there is no established market for the Shares and no public market for the Shares is likely to develop. It also understands that sales or transfers of the Shares are further restricted by the securities laws of the states of the United States and of other jurisdictions. The Company may condition any consent on receipt from the Investor of an opinion of counsel and certificates, covenants, representations or warranties reasonably acceptable to the Company. Any such transfer made without the consent of the Company shall be void and shall not at any time have any force or effect. (B) The Investor has received and carefully read a copy of the Memorandum outlining, among other things, the organization and investment objectives and policies of, and the risks of an investment in, the Company as well as the fees and conflicts of interest to which the Company is subject. The Investor acknowledges that in making a decision to subscribe for Shares, the Investor has relied solely upon the Memorandum. The Investor agrees that the contents of the Memorandum and related documents is to be kept confidential and the Investor has not reproduced, duplicated or delivered the Memorandum or this Subscription Agreement to any other person, except to professional advisors of the Investor. (C) The Investor has been given the opportunity to ask questions of, and receive answers from, the Company concerning the business to be conducted by the Company and the terms and conditions of the offering and has been given the opportunity to obtain such additional information necessary to verify the accuracy of the information contained in the Memorandum and other materials authorized by the Company received from the Company or the Investor’s Registered Representative, including all Company documents, records and books, or that which was otherwise provided in order for the Investor to evaluate the merits and risks of the purchase of Shares to the extent the Company possesses such information or can acquire it without unreasonable efforts or expense, and has not relied on any offering literature except as mentioned herein or in the Memorandum. (D) The Investor has not been furnished with any oral or written representation in connection with the offering of the Shares which is not contained herein, in the Memorandum, or in other materials authorized by the Company received from the Company or the Investor’s Registered Representative. (E) The Investor is not relying on the Company with respect to individual tax and other economic considerations involved in this investment. Regarding the tax and other economic considerations related to this investment, the Investor has relied on the advice of, or has consulted with, only its own advisors. An Investor in the Company who is a tax-exempt entity acknowledges that the Company may generate unrelated business taxable income (“UBTI”) and that neither the Company nor any of its affiliates will have any liability to such Investor by reason of the Company generating UBTI. (F) The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the Investor’s investment in the Shares and is able to bear such risks, and has obtained, in the Investor’s judgment, sufficient information from the Investor’s Registered Representative, the Company or its authorized representatives to evaluate the merits and risks of such investment. The Investor has evaluated the risks of investing in the Shares and has determined that the Shares are a suitable investment for the Investor. (G) The Investor has the financial ability to bear the economic risk of its investment in the Shares, has adequate means for providing for its current needs and personal or other contingencies and has no need for liquidity with respect to its investment in the Shares. The Investor has determined that it could bear a complete loss of this investment. (H) The Investor is acquiring the Shares subscribed for herein for its own account, for investment purposes only and not with a view to distribute or resell such Shares in whole or in part, no other Person has a direct or indirect ownership interest in the Shares other than as a stockholder in, partner or member of, or, if the Investor is a trust, beneficiary of, the Investor, and there are no put, call, or similar arrangements with respect to the Shares. (I) If the undersigned is, or is investing on behalf of, a tax-exempt entity (including an ▇▇▇), a qualified pension, profit sharing, or stock bonus plan or a tax-exempt educational organization, the undersigned represents that the undersigned and warrants the Investor have each consulted with knowledgeable, independent tax and ERISA advisors in evaluating an investment in the Company as a permissible and an appropriate investment after taking into consideration, among other factors, the diversification requirements of Section 404(a)(3) of ERISA and the illiquidity of the investment, and have concluded it is an appropriate investment under the plan documents, including that the investment will not result in a non exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code if applicable, and is consistent with any fiduciary obligations the undersigned and the governing body of such Investor may have under ERISA or other applicable law. The undersigned represents that it is independent of the Company or any of its affiliates and that neither the undersigned nor the Investor is relying on any advice with respect to such matters from the Company or its representatives or agents but, rather, has made an independent evaluation of the risks and benefits of such an investment. The Investor deliver to the Company in writing all of the information that the Company may request in order to avoid violations of any provision of ERISA or any other laws applicable to the Investor, and promptly will notify the Company, in writing, of any change in the information so furnished. (J) The Investor agrees and is aware that: (a1) Investor is duly organized and validly existing under no U.S. federal or state agency has passed upon the laws Shares or made any findings or determination as to the fairness of this investment; (2) there are substantial risks of loss of investment (including the risk of loss of the state entire amount invested) incidental to the purchase of the Shares, including those summarized in the Memorandum; (3) any statements, estimates or projections that have been provided are forward-looking statements and are based on estimates and assumptions that may prove incorrect, and actual results could differ materially from forward-looking statements and targeted results; and (4) the Company and its incorporation or organization affiliates may provide similar services to investment funds in which the Investor will have no interest and has all requisite power and authority to enter into and perform its obligations under this Agreementthere may be other potential conflicts as described in the Memorandum. (bK) The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not an individual, will not violate any provisions of the organizational documents of the Investor. The signature on this Subscription Agreement is genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same, or, if the Investor is not an individual, the signatory has been duly authorized by all necessary action on to execute the part of Investorsame, and this Subscription Agreement is constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms. (cL) The Investor has good agrees to timely furnish additional information or documentation regarding its ownership structure and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities Investor’s suitability if the Company reasonably requests such information or claims, and upon delivery of the CQH Shares in consideration of the CEI Shares pursuant hereto, good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Companydocumentation. (dM) The Investor represents and covenants that (i) the Investor is not (1) identified on the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (the “SDN List”); (2) owned or controlled by or acting on behalf of any person or entity listed on the SDN List; (3) to the best of Investor’s knowledge, the target of any sanction, regulation, or law promulgated by OFAC or any other U.S. governmental entity (such sanctions, regulations and laws, together with any supplement or amendment thereto, the “U.S. Sanctions Laws”) such that the entry into this Agreement or the performance of any of the transactions contemplated hereby would contravene such U.S. Sanctions Laws; or (4) to the best of Investor’s knowledge, owned or controlled by or acting on behalf of any person or entity that is the target of any U.S. Sanctions Laws such that the entry into this Agreement or the performance of any of the transactions contemplated hereby would contravene such U.S. Sanctions Laws; (ii) the monies used to fund the Investor’s investment in the K Shares and/or Units have not been and will not be derived from or related to any illegal activities, including but not limited to, money laundering activities, and the proceeds from the Investor’s investment in the Units will not be used to finance any illegal activities; and (iii) the acceptance of this Agreement, together with related payments, will not breach any applicable money laundering or related rules or regulations (including, without limitation, any statutes, rules or regulations in effect under the laws of the United States pertaining to prohibitions on money laundering or anti-terrorist financing or to transacting business or dealing in property that may be blocked or may belong to Specially Designated Nationals as those terms are used by OFAC). (N) Investor understands acknowledges and agrees that the CEI Company and its affiliates may release confidential information given by the Investor to the Company about the Investor to regulatory or law enforcement authorities, if the Company, in its sole and absolute discretion, determines that it is in the best interest of the Company to do so, or to such parties as the Company may deem advisable if it is called upon to establish the availability under any applicable law of an exemption from registration of the Shares or the Company, to demonstrate compliance or to comply with any laws, rules or regulations to which the Company or any other service provider providing services to any of the foregoing is or becomes subject, or if the contents thereof are relevant to any issue in any action, suit, or proceeding to which the Company is a party or by which it is or may be bound, or to lenders, attorneys, accountants, prospective Investors and service providers and other representatives or advisors in the ordinary course of business. (O) If the undersigned is acquiring the Shares in a fiduciary capacity: (i) the foregoing representations, warranties and agreements shall be deemed to have been made on behalf of the person or persons for whose benefit such Shares are being issued to Investor pursuant to acquired; (ii) the “private placement” exemption from registration provided by Section 4(a)(2name of such person or persons is indicated herein; and (iii) of such further information as the Securities Act. Investor is acquiring the CEI Shares for its own account and not with a view towards, Company deems appropriate shall be furnished regarding such person or for resale in connection with, the public sale or distribution thereof in violation of the Securities Actpersons. (eP) The Investor is shall indemnify, defend and hold harmless the Company and any of its managers, officers, employees, partners, agents, directors or controlling persons (each, an “accredited investorIndemnified Party” as defined in Rule 501(aand collectively, the “Indemnified Parties”) under the Securities Act. Investor has such knowledge, sophistication and experience in business and financial matters so as who was or is a party or is threatened to be capable made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, against losses, liabilities and expenses of evaluating each Indemnified Party (including attorneys’ fees, judgments, fines and amounts paid in settlement, payable as incurred) incurred by such person or entity in connection with such action, arbitration, suit or proceeding, by reason of or arising from (i) any misrepresentation or misstatement of facts or omission to represent or state facts made by the merits undersigned, including, without limitation, the information in this Subscription Agreement, or (ii) litigation or other proceeding brought by the undersigned against an Indemnified Party wherein the Indemnified Party is the prevailing party. (Q) The Investor agrees and is aware that the Company, ▇▇▇▇▇▇ Creek Investment Management LLC (“Investment Advisor”) and S2K Financial LLC (the “Dealer Manager”), and their respective officers, directors, employees and affiliates are not undertaking to provide impartial investment advice or to give advice in a fiduciary capacity in connection with the offering of investing in the CEI Shares, and has so evaluated that the merits Company, the Investment Advisor and risk the Dealer Manager have financial interests associated with the purchase of such investmentthe Shares, as described in the Memorandum, including fees, expense reimbursements and other payments they anticipate receiving from the Company in connection with the purchase of the Shares. (fR) The foregoing representations, warranties and agreements shall survive the Closing and the termination of the Company. The Investor acknowledges and understands agrees to notify the Company of any changes prior to Closing. I declare that the Company information supplied above is true and correct and may be in possession of material non-public information regarding relied upon by the Company not known to Investor that may impact the value of the CEI Shares and that the Company is not disclosing any such information to InvestorCompany. (g) Investor is not purchasing the CEI Shares as a result of any form of general solicitation or general advertising as such terms are used in Rule 502 under the Securities Act. (h) Investor understands and agrees that the CEI Shares constitute “restricted securities” under the Securities Act which may be resold without registration under the Securities Act only in certain limited circumstances pursuant to an exemption from such registration in compliance with applicable federal and state securities laws.

Representations and Warranties of Investor. The Investor ------------------------------------------ for himself and on behalf of any Permitted Transferee hereby represents and warrants to the Company thatas follows: (a) The Investor is duly organized and validly existing understands that the Registrable Securities will not be registered under the laws of Securities Act and will be, until registered, "restricted securities" as defined in Rule 144 promulgated under the state of its incorporation or organization and has all requisite power and authority to enter into and perform its obligations under this AgreementSecurities Act ("Rule 144"). (b) The execution, delivery This Agreement is made with the Investor in reliance upon the Investor's representations and performance of this Agreement has been duly authorized warranties to the Company that the Registrable Securities received by all necessary action on the part of Investor will be acquired for investment for the Investor's own account, and not with a view to the resale or distribution of any part thereof, and that the Investor has no present intention of selling, granting participations in, or otherwise distributing the same. By executing this Agreement is a valid Agreement, the Investor further represents and binding obligation of Investorwarrants that the Investor does not have presently any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to any such person, or to any third person, with respect to any Registrable Securities. (c) The Investor has good understands that the Registrable Securities will not be registered as of the date hereof under the Securities Act and valid title will be exempt from registration pursuant to the CQH Shares, free and clear of all liens, encumbrances, equities or claimsSection 4(2) thereof, and upon delivery that the Company's reliance on such exemption is predicated in part on each of the CQH Shares in consideration of the CEI Shares pursuant hereto, good Investor's representations and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Companywarranties set forth herein. (d) Investor understands and agrees that the CEI Shares are being issued to Investor pursuant to the “private placement” exemption from registration provided by Section 4(a)(2) of the Securities Act. The Investor is acquiring experienced in evaluating and investing in securities issued by companies such as the CEI Shares Company, is able to fend for its own account and not with a view towardsitself in the transactions contemplated by this Agreement, or for resale in connection with, the public sale or distribution thereof in violation of the Securities Act. (e) Investor is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Investor has such knowledge, sophistication knowledge and experience in financial and business and financial matters so as to be capable of evaluating the merits and risks of investing in the CEI SharesInvestor's investment, and has so evaluated the merits ability to bear the economic risks of the Investor's investment. The Investor further represents and risk warrants that the Investor has had, during the course of this transaction and prior to the issuance of the Registrable Securities, the opportunity to ask questions of, and receive answers from, the Company and its management and to obtain additional information (to the extent the Company possessed such investment. (finformation or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to the Investor or to which the Investor had access. Without limiting the generality of the foregoing, the Investor acknowledges and understands that the Company may be in possession it has received a copy of material non-public information regarding the Company not known to Investor that may impact the value all of the CEI Shares and that the Company is not disclosing any such information to InvestorSEC Reports (as defined below). (g) Investor is not purchasing the CEI Shares as a result of any form of general solicitation or general advertising as such terms are used in Rule 502 under the Securities Act. (h) Investor understands and agrees that the CEI Shares constitute “restricted securities” under the Securities Act which may be resold without registration under the Securities Act only in certain limited circumstances pursuant to an exemption from such registration in compliance with applicable federal and state securities laws.

Representations and Warranties of Investor. Each Investor represents and warrants to warrants, as of the Company date hereof, that: (a) Such Investor is duly organized has full legal capacity to execute and validly existing under the laws of the state of its incorporation or organization deliver this Agreement and has all requisite power and authority to enter into and perform its obligations under this Agreementhereunder. This Agreement has been duly authorized (if applicable), executed and delivered by such Investor and is the legal, valid and binding obligation of such Investor enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and the availability of equitable remedies. (b) The execution, delivery Such Investor acknowledges and performance of this Agreement agrees that it previously has been duly authorized by all necessary action on furnished with the part of InvestorPartnership Agreement, and this Agreement is a valid and binding obligation of Investorincluding Amendment No. 2. (c) Such Investor has good been advised that the Class B-3 Units are subject to restrictions upon transfer as set forth in the Partnership Agreement. In addition, the Class B-3 Units and valid title the Class B Shares have not been registered under the Securities Act or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Such Investor is aware that the General Partner and the Partnership are under no obligation to effect any such registration with respect to the CQH Shares, free and clear of all liens, encumbrances, equities Class B-3 Units or claims, and upon delivery of the CQH Class B Shares in consideration of the CEI Shares pursuant hereto, good and valid title or to the CQH Shares, free and clear of all liens, encumbrances, equities file for or claims, will pass to the Company. (d) Investor understands and agrees that the CEI Shares are being issued to Investor pursuant to the “private placement” comply with any exemption from registration provided by Section 4(a)(2) of the Securities Actregistration. Such Investor is acquiring purchasing the CEI Shares Class B-3 Units and the Class B Share to be acquired by such Investor hereunder for its own account for investment purposes only and not with a view towardsto, or for resale in connection with, the public sale or distribution thereof in violation of the Securities Act. (e) . Such Investor has such knowledge and experience in financial and business matters that such Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. Such Investor is an “accredited investor” (as that term is defined in Rule 501(a) Regulation D under the Securities Act. Investor has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating ) or the merits of investing in the CEI Shares, and has so evaluated the merits and risk of such investment. (f) Investor acknowledges and understands that the Company may be in possession of material non-public information regarding the Company not known to Investor that may impact the value sale of the CEI Shares Class B-3 Units and that the Company is not disclosing any Class B Share to such information to Investor. (g) Investor is not purchasing otherwise satisfies an exemption from the CEI Shares as a result registration requirements of any form of general solicitation or general advertising as such terms are used in Rule 502 under the Securities Act. (h) Investor understands and agrees that the CEI Shares constitute “restricted securities” under the Securities Act which may be resold without registration under the Securities Act only in certain limited circumstances pursuant to an exemption from such registration in compliance with applicable federal and state securities laws.

Representations and Warranties of Investor. Investor hereby represents and warrants to the Assignor and the Company that: the following: (a) Investor is duly organized and validly existing under has the laws of the state of its incorporation or organization and has all requisite power and authority to enter into this Agreement and perform its to consummate the transactions contemplated hereby and otherwise to carry out Investor’s obligations under hereunder; and no consent, approval or agreement of any individual or entity is required to be obtained by Investor in connection with the performance by Investor of any agreements, instruments or other obligations entered into in connection with this Agreement. ; (b) The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on constitutes the part of Investorlegal, and this Agreement is a valid and binding obligation of Investor. ; (c) neither the execution of this Agreement by Investor has good and valid title to nor the CQH Shares, free and clear of all liens, encumbrances, equities or claims, and upon delivery consummation of the CQH Shares transactions contemplated hereby will result in consideration a breach or violation of the CEI Shares pursuant heretoterms of any agreement by which Investor is bound, good and valid title or of any decree, judgment, order, law or regulation now in effect of any court or other government body applicable to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Company. Investor; (d) Investor understands and agrees that is sophisticated in financial matters, qualifies as an “accredited investor” within the CEI Shares are being issued to Investor pursuant to the “private placement” exemption from registration provided by Section 4(a)(2) meaning of Regulation D of the Securities Act. , and has had access to such information as it has desired with respect to the Company, and has made such independent investigation of the Company as Investor deems necessary or advisable in connection with the purchase hereunder, and Investor is acquiring able to bear the CEI Shares for its own account economic and not with a view towards, or for resale in connection with, financial risk (including the public sale or distribution thereof in violation risk that Investor could lose the entire value of the Securities Act. Securities); and (e) Investor is an “accredited investor” as defined in Rule 501(a) under acquiring the Securities Act. Investor has such knowledge, sophistication for its own benefit and experience in business and financial matters so as to be capable of evaluating the merits of investing in the CEI Shares, and has so evaluated the merits and risk of such investment. account for investment only; (f) Investor acknowledges and understands that the Company may be in possession of material non-public information regarding the Company not known to Investor that may impact the value of the CEI Shares and that the Company is not disclosing insolvent, is not in receivership, nor is any such information to Investor. application for receivership pending; no proceedings are pending by or against it in bankruptcy or reorganization in any state or federal court; nor has it committed any act of bankruptcy; (g) Investor is not purchasing understands that the CEI Shares Securities are subject to U.S. federal and states securities laws and as a result of any form of general solicitation or general advertising as such terms are used in Rule 502 under the Securities Act. may be subject to restrictions on transferability; and (h) there has been no act or omission by Investor understands and agrees that which would give rise to any valid claim against any of the CEI Shares constitute “restricted securities” under parties hereto for a brokerage commission, finder’s fee or other like payment in connection with the Securities Act which may be resold without registration under the Securities Act only in certain limited circumstances pursuant to an exemption from such registration in compliance with applicable federal and state securities lawstransaction contemplated hereby.

Representations and Warranties of Investor. Investor hereby represents and warrants to the Company thatas follows: (a) (i) Investor has read and understands the terms of the Note; (ii) Investor can bear the economic risk of losing Investor’s entire investment in the Note and can afford to hold the investment for an indefinite period of time; and (iii) Investor has such knowledge and experience in financial and business matters and experience in investments, and is capable of evaluating the merits and risks of the prospective investment in the Note; (b) If Investor is an entity: (i) it is duly incorporated, organized and or formed, validly existing and in good standing under the laws of its jurisdiction of incorporation, organization or formation; (ii) the state of its incorporation or organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) The execution, delivery and performance by it of this Note Purchase Agreement has are within its powers, have been duly authorized by all necessary corporate or other action on the part of Investorits behalf, require no action by or in respect of, or filing with, any government authorities, except as has been previously obtained and is in full force and effect, and this Agreement do not and will not contravene, or constitute a default under, any provision of applicable law or regulation or of its certificate of incorporation or other comparable organizational documents or any agreement, judgment, injunction, order, decree or other instrument to which Investor is a valid party or by which Investor or any of its properties is bound; and binding obligation of (iii) the address set forth below is Investor.’s true and correct mailing address; (c) Investor understands that the Note has good and valid title to not been registered under the CQH SharesSecurities Act of 1933, free and clear of all liens, encumbrances, equities as amended (the “1933 Act”) or claimsany state securities laws in reliance on an exemption from registration, and Investor further understands that Investor is purchasing the Note without relying upon delivery any offering literature. Investor understands further that the Note may be a restricted security as that term is defined in the 1933 Act, that the Note is an unregistered security, that for all practical purposes there is no public market for the Note (or the equity securities into which the Note may be convertible or the equity securities that may be acquired upon exercise under the Warrant Agreement (the “Conversion Securities”)), and it is unlikely that any public market for the Note (or such Conversion Securities) will ever develop, that it cannot be expected that any lender will make a loan to Investor on the basis of taking the CQH Shares in consideration of the CEI Shares pursuant hereto, good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities Note (or claims, will pass to the Company.such Conversion Securities) as collateral for such loan; (d) Investor understands has had an opportunity to review the Transaction Documents (defined below) and agrees that the CEI Shares are being issued consult with legal and other advisors of Investor’s choice and has either done so or chosen not to Investor pursuant to the “private placement” exemption from registration provided by Section 4(a)(2) of the Securities Act. Investor is acquiring the CEI Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of the Securities Act.do so; (e) Investor The investment in the Note and the Warrant Agreement is an “accredited investor” as defined in Rule 501(a) under being made solely for Investor’s own account, for investment, and is not being purchased with a view to or for the Securities Actresale, distribution, subdivision or fractionalization thereof. Investor has such knowledgeno agreement or arrangement for any resale, sophistication distribution, subdivision, or fractionalization thereof; and experience in business the Note and financial matters so as to be capable of evaluating the merits of investing Warrant Agreement are not being acquired by Investor in the CEI Shares, and has so evaluated the merits and risk capacity of such investment.a nominee; and (f) Investor acknowledges and understands that the Company may be in possession of material non-public information regarding the Company not known to Investor that may impact the value is aware of the CEI Shares and that the Company is not disclosing any such information to Investor.following: (gi) The Company has a short financial and operating history, and each of the Note and the Warrant Agreement (and the Conversion Securities) is a speculative investment that involves a high degree of risk of loss of Investor’s entire investment in the Company; (ii) Investor is may have to hold the Note, the Warrant Agreement or the Conversion Securities indefinitely and it may not purchasing be possible for Investor to liquidate Investor’s investment in the CEI Shares Company; (iii) There can be no guarantee of the amount of or type of consideration, profit or loss, or cash payments or distributions to be realized, if any, as a result of an investment in the Note, the Warrant Agreement or the Conversion Securities. Despite any form of general solicitation information contained in the financial projections to the contrary, there are no assurances that there will ever be any cash payments or general advertising as such terms distributions by the Company or that if there are used in Rule 502 under the Securities Act.cash payments or distributions, they will ever be sufficient to return to Investor his, her or its their original investment or any return on that investment; and (hiv) Investor understands The Company may need additional capital and agrees that the CEI Shares constitute “restricted securities” under failure to secure sufficient capital may risk the Securities Act which may be resold without registration under loss of Investor’s entire investment in the Securities Act only in certain limited circumstances pursuant to an exemption from such registration in compliance with applicable federal and state securities lawsCompany.

Representations and Warranties of Investor. Investor hereby represents and warrants to the Assignor and the Company that: the following: (a) Investor is duly organized and validly existing under has the laws of the state of its incorporation or organization and has all requisite power and authority to enter into this Agreement and perform its to consummate the transactions contemplated hereby and otherwise to carry out Investor’s obligations under hereunder; and no consent, approval or agreement of any individual or entity is required to be obtained by Investor in connection with the performance by Investor of any agreements, instruments or other obligations entered into in connection with this Agreement. ; (b) The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on constitutes the part of Investorlegal, and this Agreement is a valid and binding obligation of Investor. ; (c) neither the execution of this Agreement by Investor has good and valid title to nor the CQH Shares, free and clear of all liens, encumbrances, equities or claims, and upon delivery consummation of the CQH Shares transactions contemplated hereby will result in consideration a breach or violation of the CEI Shares pursuant heretoterms of any agreement by which Investor is bound, good and valid title or of any decree, judgment, order, law or regulation now in effect of any court or other government body applicable to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Company. Investor; (d) Investor understands and agrees that is sophisticated in financial matters, qualifies as an “accredited investor” within the CEI Shares are being issued to Investor pursuant to the “private placement” exemption from registration provided by Section 4(a)(2) meaning of Regulation D of the Securities Act. , and has had access to such information as it has desired with respect to the Company, and has made such independent investigation of the Company as Investor deems necessary or advisable in connection with the purchase hereunder, and Investor is acquiring able to bear the CEI Shares for its own account economic and not with a view towards, or for resale in connection with, financial risk (including the public sale or distribution thereof in violation risk that Investor could lose the entire value of the Securities Act. Notes); and (e) Investor is an “accredited investor” as defined in Rule 501(a) under acquiring the Securities Act. Investor has such knowledge, sophistication Notes for its own benefit and experience in business and financial matters so as to be capable of evaluating the merits of investing in the CEI Shares, and has so evaluated the merits and risk of such investment. account for investment only; (f) Investor acknowledges and understands that the Company may be in possession of material non-public information regarding the Company not known to Investor that may impact the value of the CEI Shares and that the Company is not disclosing insolvent, is not in receivership, nor is any such information to Investor. application for receivership pending; no proceedings are pending by or against it in bankruptcy or reorganization in any state or federal court; nor has it committed any act of bankruptcy; (g) Investor is not purchasing understands that the CEI Shares Notes are subject to U.S. federal and states securities laws and as a result of any form of general solicitation or general advertising as such terms are used in Rule 502 under the Securities Act. may be subject to restrictions on transferability; and (h) there has been no act or omission by Investor understands and agrees that which would give rise to any valid claim against any of the CEI Shares constitute “restricted securities” under parties hereto for a brokerage commission, finder’s fee or other like payment in connection with the Securities Act which may be resold without registration under the Securities Act only in certain limited circumstances pursuant to an exemption from such registration in compliance with applicable federal and state securities lawstransaction contemplated hereby.

Representations and Warranties of Investor. The Investor represents and warrants to the Company as follows (which representations and warranties shall survive the Closing Date): 3.1 He, she or it has answered the questions contained in the Investor Questionnaire and, if applicable, the Canadian Accredited Investor Certificate, and made a part hereof to the best of his, her or its knowledge and the answers thereto are complete and accurate. The Investor understands and agrees that:, although such answers will be kept strictly confidential, the Company may present such Investor Questionnaire and, if applicable, the Canadian Accredited Investor Certificate, to such parties as it deems advisable if called upon to establish the availability under applicable securities laws of an exemption from registration. The Investor agrees to indemnify the Company, its agents, officers, directors and shareholders, for any and all losses (including without limitation attorneys’ fees and other costs of investigating, prosecuting, or defending any litigation claim) incurred by the Company as a result of its reliance on the representations and warranties of Investor made in this Agreement or any answers contained in the Investor Questionnaire and, if applicable, the Canadian Accredited Investor Certificate. (a) 3.2 If the Investor is duly organized a corporation, limited liability company, partnership, trust, or employee benefit plan, it is authorized to make the investment contemplated herein, and validly existing under the laws of the state of its incorporation or organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) The execution, delivery and performance of person signing this Agreement on behalf of such entity has been duly authorized by all necessary action on such entity to do so. 3.3 This Agreement has been duly authorized, executed and delivered by the part of Investor and constitutes the Investor’s legal, and this Agreement is a valid and binding obligation of Investorenforceable in accordance with its terms. (c) Investor has good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, and upon delivery of the CQH Shares in consideration of the CEI Shares pursuant hereto, good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Company. (d) Investor understands and agrees that the CEI Shares are being issued to Investor pursuant to the “private placement” exemption from registration provided by Section 4(a)(2) of the Securities Act. 3.4 The Investor is acquiring the CEI Shares as principal for its the Investor’s own account for investment and not with a view towardsto resale or distribution. The Investor understands that the Shares, or for resale in connection withhave not been, the public sale or distribution thereof in violation of the Securities Act. (e) Investor is an “accredited investor” as defined in Rule 501(a) and will not be, registered under the Securities Act of 1933, as amended (the “1933 Act. Investor has such knowledge”), sophistication or applicable securities laws by reason of specific exemptions from the registration provisions of the 1933 Act and experience applicable state securities laws that depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations and warranties as expressed in business this Agreement and financial matters so as to be capable of evaluating the merits of investing in the CEI Shares, and has so evaluated the merits and risk of such investmentInvestor Questionnaire. (f) 3.5 The Company has advised the Investor, if the Investor acknowledges and understands that the Company may be in possession is a resident of material non-public information regarding the Company not known to Investor that may impact the value of the CEI Shares and Canada, that the Company is not disclosing any such information to Investor. (g) Investor is not purchasing the CEI Shares as a result of any form of general solicitation or general advertising as such terms are used in Rule 502 under the Securities Act. (h) Investor understands and agrees that the CEI Shares constitute “restricted securities” under the Securities Act which may be resold without registration under the Securities Act only in certain limited circumstances pursuant to relying on an exemption from such registration the requirements under applicable Canadian securities laws to provide the Investor with a prospectus and that no prospectus has been filed by the Company with any securities commission in compliance Canada in connection with the Offering, and as a consequence: (i) the Investor is restricted from using most of the civil remedies available under applicable federal Canadian securities laws and state certain protections, rights and remedies provided by applicable Canadian securities laws, including statutory rights of rescission or damages, will not be available to the Investor; (ii) the Investor may not receive information that would otherwise be required to be provided to the Investor under the applicable Canadian securities laws; and (iii) the Investor is relieved from certain obligations that would otherwise apply under the applicable Canadian securities laws.

Representations and Warranties of Investor. Investor represents and warrants to the Company thatas follows: (a) At the time Investor was offered the Note, Investor was, and on the date Investor receives the Note will be, an “accredited investor” as defined by Rule 501(a) under the Securities Act, and Investor is duly organized capable of evaluating the merits and validly existing risks of Investor’s investment in the Company and has the capacity to protect Investor’s own interests. (b) Investor understands that the Note is not presently registered under the laws Securities Act and may never become registered under the Securities Act. Investor acknowledges that neither the Note nor any shares of Common Stock obtained upon conversion of the state Note or exercise of the Warrant can be sold, transferred, pledged, hypothecated, assigned or otherwise disposed of, unless such Note or Common Stock, as the case may be, is registered under the Securities Act, or if in the opinion of counsel satisfactory to the Company, such sale, transfer, pledge, hypothecation, assignment or disposition is exempt from such registration requirements. The Investor understands that it may have to hold the Note and any shares of Common Stock obtained upon conversion of the Note or exercise of the Warrant for an indefinite period of time, and that the Investor might have to bear the complete economic loss of its incorporation investment in the Company. (c) Investor acknowledges and understands that the Note is being purchased for investment purposes and not with a view to distribution or organization resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing the Note in full compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws. Investor acknowledges and understands that an investment in the Note is not a liquid investment. (d) Investor acknowledges that the Note is not a publicly traded security. Investor acknowledges and understands that there is no public market for any of the Note and no assurance can be given that any public market will ever develop or if developed that any such market will be sustained. (e) Investor acknowledges that Investor has had the opportunity to ask questions of, and receive answers from the Company or any person acting on the Company's behalf concerning the Company and its business and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Investor. In connection therewith, Investor acknowledges that Investor has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any person acting on its behalf. In determining whether to make this investment, Investor has relied solely on Investor’s own knowledge and understanding of the Company and its business based upon Investor’s own due diligence investigations and the information furnished pursuant to this paragraph. (f) Investor has all requisite legal and other power and authority to enter into execute and deliver this Agreement and to carry out and perform its Investor’s obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Investor, enforceable in accordance with its terms, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other general principals of equity, whether such enforcement is considered in a proceeding in equity or law. (g) Investor has carefully considered and has discussed with the Investor’s professional legal, tax, accounting and financial advisors, to the extent the Investor has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement, including, whether the acquisition of the Note will result in any adverse tax consequences to the Investor, for the Investor’s particular federal, state, local and foreign tax and financial situation and has determined that this investment and the transactions contemplated by this Agreement are a suitable investment for the Investor. Investor relies solely on such advisors and not on any statements or representations of the Company, or its agents. Investor understands that Investor (and not the Company) shall be responsible for Investor’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (bh) This Agreement and the Investor Questionnaire as set forth in Attachment 1 do not contain any untrue statement of a material fact or omit any material fact concerning Investor. (i) There are no actions, suits, proceedings or investigations pending against Investor or Investor’s properties before any court or governmental agency (nor, to Investor’s knowledge, is there any threat thereof) which would impair in any way Investor’s ability to enter into and fully perform Investor’s commitments and obligations under this Agreement or the transactions contemplated hereby. (j) The execution, delivery and performance of and compliance with this Agreement has been duly authorized by all necessary action on Agreement, and the part issuance of the Note will not result in any material violation of, or conflict with, or constitute a material default under, any of Investor’s articles of incorporation or other organizational charter document or bylaws, and this Agreement is a valid and binding obligation partnership agreement or operating agreement, if applicable, or any of Investor’s material agreements, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Investor or the Note. (ck) Investor has good acknowledges that the Note is speculative and valid title to the CQH Shares, free and clear involve a high degree of all liens, encumbrances, equities or claimsrisk, and upon delivery that Investor can bear the economic risk of the CQH Shares in consideration purchase of the CEI Shares pursuant heretoNote, good and valid title to the CQH Shares, free and clear including a total loss of all liens, encumbrances, equities or claims, will pass to the Company. (d) Investor understands and agrees that the CEI Shares are being issued to Investor pursuant to the “private placement” exemption from registration provided by Section 4(a)(2) of the Securities Act. Investor is acquiring the CEI Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of the Securities Act. (e) Investor is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Investor has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits of investing in the CEI Shares, and has so evaluated the merits and risk of such investment. (fl) Investor acknowledges and understands that the Company may be in possession of material non-public information regarding the Company not known to Investor that may impact the value merits of the CEI Shares Note have not been passed upon by the SEC nor any state securities commission, nor has the SEC nor any state securities commission opined upon the accuracy or adequacy of this Agreement and recognizes that no federal, state or foreign agency has recommended or endorsed the Company is not disclosing any such information to Investorpurchase of the Note. (gm) Investor is not purchasing aware that the CEI Shares Note are and will be, when issued, “restricted securities” as a result of any form of general solicitation or general advertising as such terms are used that term is defined in Rule 502 144 of the general rules and regulations under the Securities Act. (hn) Investor understands and agrees that the CEI Securities and any and all securities issued in replacement thereof or in exchange therefor or in exercise thereof shall, until the Conversion Shares, Warrant and Warrant Shares constitute are registered as provided herein and in the Warrant and the Note, bear the following legend or one substantially similar thereto, which Investor has read and understands: “restricted securities” under THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS (“STATE ACTS”) AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR STATE ACTS OR AN EXEMPTION FROM REGISTRATION THEREUNDER.” (o) In addition, the Securities Act which and any and all securities issued in replacement thereof or in exchange therefor or in exercise thereof, shall bear such legends as may be resold without registration under required by the Securities Act only securities laws of the jurisdiction in certain limited circumstances pursuant to an exemption from such registration which Investor resides. (p) Any sales, transfers, or any other dispositions of the Note by Investor, if any, will be in compliance with the Securities Act. (q) Investor acknowledges that Investor 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 Note and of making an informed investment decision. (r) Investor represents that: (i) Investor is able to bear the economic risks of an investment in the Note and to afford the complete loss of the investment; and (ii) (A) Investor could be reasonably assumed to have the capacity to protect his/her/its own interests in connection with this subscription; or (B) Investor has a pre-existing personal or business relationship with either the Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent Investor to be aware of the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. (s) Investor further represents that the address set forth below is his/her principal residence (or, if Investor is a company, partnership or other entity, the address of its principal place of business). (t) Investor represents that Investor is not subscribing for a Note as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over the Internet, television or radio or presented at any seminar or meeting. (u) Investor has carefully read this Agreement and Investor has accurately completed the Investor Questionnaire which accompanies this Agreement. (v) No representations or warranties have been made to Investor by the Company, or any of its managers, officers, employees, agents, affiliates, or subsidiaries of the Company, other than the representations of the Company contained herein, and in subscribing for the Note the Investor is not relying upon any representations other than those contained in this Agreement. (w) Investor represents and warrants, to the best of its knowledge, except for Spartan, no finder, broker, agent, financial advisor or other intermediary, nor any Investor representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement. (x) The Investor is not a prohibited country, territory, individual or entity listed on the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) website and is not directly or indirectly affiliated with any country, territory, individual or entity named on an OFAC list or prohibited by any OFAC sanctions programs. All amounts subscribed for in this Agreement by the Investor were not directly or indirectly derived from activities that may contravene Federal, state or international laws and regulations, including anti-money laundering and anti-terrorist financing laws and regulations. (y) The Investor acknowledges that due to anti-terrorism and anti-money laundering regulations, the Company or any administrator acting on behalf of the Company may require further documentation verifying Investor's identity and the source of funds used to purchase the Note subscribed for hereby before this Agreement can be processed or accepted. To comply with applicable federal U.S. legislation and state securities lawsregulations, including but not limited to the International Anti-Money Laundering and Financial Anti-Terrorism Abatement Act of 2001 (Title III of the USA PATRIOT Act), the Investor agrees that all payments by Investor to the Company and all distributions to the Investor from the Company will only be made in Investor's name and to and from a bank account of a bank based or incorporated in or formed under the laws of the United States or a bank that is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the U.S. Department of the Treasury, as such regulations may be amended from time to time. The Investor further agrees to provide the Company at any time with such information or certification as the Company determines to be necessary or appropriate to verify compliance with the antiterrorism and anti-money laundering regulations of any applicable jurisdiction or to respond to requests for information concerning the identity of Investor or any person directly or indirectly controlling or owning an interest in the Investor from any governmental authority, self-regulatory organization or financial institution in connection with the Company's compliance procedures with respect to anti-terrorism and anti-money laundering regulations and to update such information as necessary. Such information may include, but not be limited to, the name, address, telephone number, date of birth, and Social Security or taxpayer identification number of any such individual person, or of the beneficial owners of any entity, if the Investor is an entity. Identity may be verified using a current valid passport or other such current valid government-issued identification (e.g., a driver's license). The Company intends to maintain records of information used for verification of identity. Investor understands that any information provided to the Company may be disclosed to the United States Government by the Company.

Representations and Warranties of Investor. Investor hereby represents and warrants to to, and agrees with, the Company that: (a) that the following are true and correct as of the date hereof and as of each Advance Notice Date and each Advance Date: Organization and Authorization. The Investor is duly organized and organized, validly existing and in good standing under the laws of the state of its incorporation or organization Cayman Islands and has all requisite power and authority to enter into execute, deliver and perform this Agreement, including all transactions contemplated hereby. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations under hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement. (b) The execution, delivery Agreement and performance all other instruments on behalf of this the Investor or its shareholders. This Agreement has been duly authorized executed and delivered by all necessary action on the part of InvestorInvestor and, assuming the execution and this Agreement is a delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligation obligations of the Investor. (c) , enforceable against the Investor in accordance with its terms. Evaluation of Risks. The Investor has good such knowledge and valid title experience in financial, tax and business matters as to be capable of evaluating the CQH Shares, free merits and clear of all liens, encumbrances, equities or claimsrisks of, and upon delivery bearing the economic risks entailed by, an investment in the Common Shares of the CQH Shares Company and of protecting its interests in consideration of connection with the CEI Shares pursuant hereto, good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Company. (d) transactions contemplated hereby. The Investor understands acknowledges and agrees that its investment in the CEI Shares are being issued Company involves a high degree of risk, and that the Investor may lose all or a part of its investment. No Legal, Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review this Agreement and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor pursuant is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of the Company’s representatives or agents for legal, tax, investment or other advice with respect to the “private placement” exemption from registration provided Investor’s acquisition of Common Shares hereunder, the transactions contemplated by Section 4(a)(2) this Agreement or the laws of any jurisdiction, and the Securities ActInvestor acknowledges that the Investor may lose all or a part of its investment. Investment Purpose. The Investor is acquiring the CEI Common Shares for its own account account, for investment purposes and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation thereof, except pursuant to sales registered under or exempt from the registration requirements of the Securities Act. (e) ; provided, however, that by making the representations herein, the Investor is does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with, or pursuant to, a registration statement filed pursuant to this Agreement or an “accredited investor” as defined in Rule 501(a) applicable exemption under the Securities Act. The Investor has such knowledgedoes not presently have any agreement or understanding, sophistication and experience in business and financial matters so as directly or indirectly, with any Person to be capable sell or distribute any of evaluating the merits of investing in the CEI Common Shares, and has so evaluated the merits and risk of such investment. (f) . The Investor acknowledges that it will be disclosed as an “underwriter” and understands that the Company may be a “selling stockholder” in possession of material non-public information regarding the Company not known to Investor that may impact the value of the CEI Shares each Registration Statement and that the Company is not disclosing in any such information to prospectus contained therein. Accredited Investor. (g) . The Investor is not purchasing the CEI Shares an “Accredited Investor” as a result of any form of general solicitation or general advertising as such terms are used that term is defined in Rule 502 under the Securities Act. (h501(a)(3) Investor understands and agrees that the CEI Shares constitute “restricted securities” under the Securities Act which may be resold without registration under the Securities Act only in certain limited circumstances pursuant to an exemption from such registration in compliance with applicable federal and state securities laws.of Regulation D.

Representations and Warranties of Investor. Investor hereby represents and warrants to the Company that: (a) Investor is duly organized either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and validly existing accordingly represents the applicable additional matters under clause (i) or (ii) below: (i) Applicable to U.S. investors: At the laws time Investor was offered the Note, it was, and as of the state date hereof, Investor is (x) a “qualified institutional buyer” (within the meaning of its incorporation or organization and has all requisite power and authority to enter into and perform its obligations Rule 144A under this Agreement. (b) The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of Investor, and this Agreement is a valid and binding obligation of Investor. (c) Investor has good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, and upon delivery of the CQH Shares in consideration of the CEI Shares pursuant hereto, good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Company. (d) Investor understands and agrees that the CEI Shares are being issued to Investor pursuant to the “private placement” exemption from registration provided by Section 4(a)(2) of the Securities Act. Investor ) or an “accredited investor” (within the meaning of Rule 501(a) of Regulation D under the Securities Act) as indicated in the questionnaire attached as Exhibit C hereto, and (y) is acquiring the CEI Note (and the Conversion Shares upon issuance) only for its own account and not for the account of others, and not on behalf of any other account or person or with a view towardsto, or for resale offer or sale in connection with, the public sale or any distribution thereof in violation of the Securities Act, other than as would be consistent with the Securities Act and any other applicable law and applicable exchange rule. Investor is not an entity formed for the specific purpose of acquiring the Securities. (ii) Applicable to non-U.S. investors: Investor understands that the sale of the Note (and the Conversion Shares upon issuance) hereunder is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). Investor is not a U.S. Person (as defined in Regulation S), it is acquiring the Note (and the Conversion Shares upon issuance) in an offshore transaction in reliance on Regulation S, and it has received all the information that it considers necessary and appropriate to decide whether to acquire the Securities hereunder outside of the United States. Investor is not relying on any statements or representations made in connection with the transactions contemplated hereby other than the representations contained in this Agreement. Investor understands and agrees that Securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. (b) Investor understands that the Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Note delivered at the Closing will not have been registered under the Securities Act. Investor understands that the Securities may not be resold, transferred, pledged or otherwise disposed of by Investor absent an effective registration statement under the Securities Act (as provided for herein) except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates (if any) or any book-entry shares representing the Securities shall contain a legend or restrictive notation to such effect. Investor acknowledges that the Securities will not immediately be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Investor understands and agrees that the Securities, until registered under an effective registration statement, will be subject to transfer restrictions and, as a result of these transfer restrictions, Investor may not be able to readily resell the Securities and may be required to bear the financial risk of an investment in the Securities for an indefinite period of time. Investor also understands that the Securities will be subject to transfer restrictions pursuant to the Investor Lock-Up Agreement. Investor understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Securities. (c) Investor understands and agrees that Investor is purchasing the Note directly from the Company, and, upon their issuance, the Conversion Shares directly from the Company. Investor further acknowledges that, other than those representations, warranties, covenants and agreements of the Company included in this Agreement, there have been no representations, warranties, covenants and agreements made to Investor by the Company or any of its respective Representatives, expressly or by implication. Except for the representations, warranties and agreements of the Company expressly set forth in this Agreement, Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company, including all business, legal, regulatory, accounting, credit and tax matters. (d) Investor acknowledges and agrees that Investor has received such information as Investor deems necessary in order to make an investment decision with respect to the Securities. Investor represents and agrees that Investor and Investor’s professional advisor(s), if any, have had the full opportunity to ask the Company’s management questions, receive such answers and obtain such information as Investor and such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities. Investor has conducted its own investigation of the Company and the Securities and Investor has made its own assessment and has satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Securities. Investor acknowledges that Investor shall be responsible for any of Investor’s tax liabilities that may arise as a result of the transactions contemplated by this Agreement, and that none of the Company or its affiliates or advisors have provided any tax advice or any other representations or guarantee regarding the tax consequence of the transactions contemplated by this Agreement. Investor acknowledges that it has reviewed the documents made available to Investor by the Company. (e) Investor is an “accredited investor” as defined in Rule 501(a) under became aware of the Offering solely by means of direct contact between Investor or the Company, or a Representative of the Company, and the Securities Actwere offered to Investor solely by direct contact between Investor or the Company, or a Representative of the Company. Investor has such a substantive pre-existing relationship with the Company or one or more of its respective affiliates. Neither Investor, nor any of its directors, officers, employees, agents, shareholders or partners, has either directly or indirectly, including through a broker or finder, (i) to its knowledge, sophistication engaged in any general solicitation, or (ii) published any advertisement in connection with the Offering. (f) Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Securities, including those set forth in the Disclosure Documents and the SEC Reports. Investor is able to fend for itself in the transactions contemplated herein and has such knowledge and experience in financial and business and financial matters so as to be capable of evaluating the merits and risks of an investment in the Securities, and Investor has sought such accounting, legal and tax advice as Investor has considered necessary to make an informed investment decision. Investor (i) is a sophisticated investor, experienced in investing in the CEI Sharesprivate placement transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and (ii) has so evaluated exercised independent judgment in evaluating its participation in the merits purchase of the Securities. Investor has determined based on its own independent review and risk such professional advice as it deems appropriate that its purchase of such investment. the Securities and participation in the Offering (fi) are fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to Investor, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute a default under Investor’s organizational or constituent documents or under any law, rule, regulation, agreement or other obligation by which Investor is bound and (v) are a fit, proper and suitable investment for Investor, notwithstanding the substantial risks inherent in investing in or holding the Securities. Investor acknowledges and understands specifically that the Company may be in possession a possibility of material non-public information regarding the Company not known to Investor that may impact the value total loss of the CEI Shares and that the Company is not disclosing any such information to InvestorLoan Amount exists. (g) In making its decision to purchase the Securities, Investor is not purchasing has relied solely upon independent investigation made by Investor and the CEI Shares representations and warranties of the Company expressly set forth in Section 4 of this Agreement. Investor acknowledges and agrees that Investor has (i) received, reviewed and understood the offering materials made available to Investor in connection with the Offering, (ii) had access to, and an adequate opportunity to review, financial and other information as a result Investor deems necessary in order to make an investment decision with respect to the Securities, and (iii) had the opportunity to ask questions of any form of general solicitation or general advertising as such terms are used in Rule 502 under and receive answers from the Securities ActCompany directly. (h) Investor understands and agrees that no federal or state agency has passed upon or endorsed the CEI Shares merits of the Offering or made any findings or determination as to the fairness of this investment or the accuracy or adequacy of the Disclosure Documents. (i) Investor has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. Investor has the power and authority to enter into, deliver and perform Investor’s obligations under this Agreement. The execution, delivery and performance by Investor of this Agreement are within the powers of Investor, have been duly authorized and will not constitute or result in a breach or default under or conflict with any law, statute, rule or regulation applicable to Investor, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Investor is a party or by which Investor is bound, and will not violate any provisions of Investor’s organizational documents. The signature on this Agreement is genuine and the signatory has been duly authorized to execute the same, and this Agreement constitutes a legal, valid and binding obligation of Investor, enforceable against Investor in accordance with its terms, subject to the Enforceability Exceptions. (j) Investor is not (i) a person named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“restricted securitiesOFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List, or a person prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank or (iv) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States. Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Investor is permitted to do so under applicable law. If Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, Investor maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Investor and used to purchase the Securities were legally derived. (k) Neither Investor, nor any of its equity holders, managers, general or limited partners, directors, affiliates or executive officers (collectively with Investor, the “Covered Persons”), are subject to any of the “Bad Actor” disqualifications described in Rule 506(d) under the Securities Act which may (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). Investor has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. The acquisition of Securities by Investor will not subject the Company to any Disqualification Event. (l) Investor acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to the Company. (m) Investor has, and on each date any portion of the Loan Amount would be resold without registration required to be funded to the Company pursuant to this Agreement will have, sufficient immediately available funds to pay the Loan Amount. (n) Investor is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) acting for the purpose of acquiring, holding, voting or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1) under the Securities Act only in certain limited circumstances pursuant Exchange Act). (o) Investor understands that the foregoing representations and warranties shall be deemed material to an exemption from such registration in compliance with applicable federal and state securities lawshave been relied upon by the Company.

Representations and Warranties of Investor. The Investor represents and warrants to the Company thatas follows: (a) The execution, delivery and performance by the Investor of this Agreement and the consummation by the Investor of the transactions contemplated hereby do not and will not (i) conflict with or violate any law or order applicable to such Investor, (ii) require the Investor to obtain or make any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, other than those required by applicable securities laws, warrantholder approval at the Warrantholders’ Meeting in connection with the Warrant Agreement Amendment and any approvals from the relevant stock exchange, (iii) result in the creation of any lien on any Investor Warrants (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organizational documents of the Investor), (iv) conflict with or result in a breach of or constitute a default under any provision of any agreement or instrument to which the Investor is duly organized and validly existing a party or by which it is bound, or (v) conflict with or result in a breach of or constitute a default under any provision of such Investor’s organizational documents except, with respect to clauses (i), (ii) or (iv), conflicts, breaches, violations, impositions or defaults that would not reasonably be expected to have a material adverse effect on the laws performance by the Investor of the state of its incorporation or organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) The executionInvestor beneficially owns and has good, delivery valid and performance marketable title to, the Investor Warrants set forth on the signature page hereof free and clear of any lien (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organizational documents of such Investor) and has the sole power (as currently in effect) to vote and full right, power and authority to sell, transfer and deliver such Investor Warrants, and such Investor does not own, directly or indirectly, any other Warrants. (c) The Investor (i) has not entered into any voting agreement, voting trust or other agreement with respect to any of the Investor Warrants that is inconsistent with the Investor’s obligations pursuant to this Agreement, (ii) has not granted a proxy or power of attorney with respect to any of the Investor Warrants that is inconsistent with the Investor’s obligations pursuant to this Agreement and (iii) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement; provided, that, if the Investor Warrants are subject to a standard prime brokerage agreement, the entry into such prime brokerage agreement shall not be deemed a breach of this Section 4(c) so long as Investor has the right to (and will exercise such right to) require the prime broker to make the Investor Warrants available for the Investor to vote in accordance with Section 1 hereof. (d) The Investor has the power, authority and capacity to execute, deliver and perform this Agreement and that this Agreement has been duly authorized authorized, executed and delivered by all necessary action on the part of Investor, and this Agreement is a valid and binding obligation of such Investor. (c) Investor has good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, and upon delivery of the CQH Shares in consideration of the CEI Shares pursuant hereto, good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Company. (d) Investor understands and agrees that the CEI Shares are being issued to Investor pursuant to the “private placement” exemption from registration provided by Section 4(a)(2) of the Securities Act. Investor is acquiring the CEI Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of the Securities Act. (e) Investor is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Investor has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits of investing in the CEI Shares, and has so evaluated the merits and risk of such investment. (f) Investor acknowledges and understands that the Company may be in possession of material non-public information regarding the Company not known to Investor that may impact the value of the CEI Shares and that the Company is not disclosing any such information to Investor. (g) Investor is not purchasing the CEI Shares as a result of any form of general solicitation or general advertising as such terms are used in Rule 502 under the Securities Act. (h) Investor understands and agrees that the CEI Shares constitute “restricted securities” under the Securities Act which may be resold without registration under the Securities Act only in certain limited circumstances pursuant to an exemption from such registration in compliance with applicable federal and state securities laws.