Common use of Representations and Warranties of the Investors Clause in Contracts

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated hereby, each Investor represents and warrants to the Company and, in the case of the Cash Investor, each other Investor that: (i) the Company Securities to be acquired by such Investor pursuant to this Agreement will be acquired for such Investor’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws; (ii) such Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) such Investor has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached hereto. (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated hereby, each Investor represents and warrants order to induce the Company and, in the case of the Cash Investor, each other Investor that: (i) the Company Securities to be acquired by such Investor pursuant to this Agreement will be acquired for such Investor’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws; (ii) such Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) such Investor has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; (v) enter into this Agreement and to sell the Investor Securities hereunder, each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached hereto. (b) In connection with the transactions contemplated hereby, each Rollover Investor Investors severally represents and warrants to the Company that: (ia) such Rollover It is an "accredited investor" for purposes of Regulation D under the Securities Act and it is acquiring the Investor Securities at the Closing for investment for its own account, and not with a view to selling or otherwise distributing the Investor Securities in violation of the Securities Act; provided, however, that nothing shall prevent the Investors from transferring the Investor Securities in compliance with this Section 7. (b) It has the full legal right, power sufficient knowledge and authority to deliver the Exchanged Shares experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof. (c) It has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management and has received (or had made available to it) any financial and business documents requested by it. (d) It understands that (i) the Investor Securities purchased by it have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to section 4(2) thereof or Rules 505 or 506 under the terms hereof; Securities Act, (ii) such Rollover Investor owns beneficially and of record Securities must be held indefinitely unless a subsequent disposition thereof is registered under the Exchanged SharesSecurities Act or is exempt from such registration, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, such Investor Securities will bear a legend to such Rollover Investor’s knowledgeeffect and (iv) the Company will make a notation on its transfer books to such effect. (e) It has no contract, threatened against arrangement or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor understanding with any broker, finder or similar agent with respect to consummate the transactions contemplated by this Agreement.

Representations and Warranties of the Investors. Each Investor hereby represents and warrants, with respect to itself, to the Company as follows: (a) In connection It has the power and authority to enter into, deliver and, except with respect to the Trust in respect of the matter described in Section 6(c), perform its obligations under this Agreement and consummate the transactions contemplated hereby. This Agreement has been duly authorized, each Investor represents executed and warrants to the Company and, in the case of the Cash Investor, each other Investor that: (i) the Company Securities to be acquired delivered by such Investor pursuant to this Agreement will be acquired for such Investor’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws; (ii) such Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) such Investor has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, assuming the due execution and delivery by the other parties thereto, enforceable against such Investor in accordance with its terms, except as enforceability may be limited by bankruptcy lawsbankruptcy, other insolvency, reorganization, moratorium or similar laws affecting creditors’ creditors rights and general principles of equity affecting the availability of specific performance and other equitable remedies;generally. (vib) Except for filings under the HSR Act, if any, and except with respect to the Trust in respect of the matter described in Section 6(c), no filing or registration with, or authorization, consent or approval of any Governmental Authority or other Person is required in connection with the execution, delivery and performance of this Agreement and each by such Investor. (c) It acknowledges its understanding that the exchange of the other agreements contemplated hereby shares of Company Common Stock for the Class TM Preferred Stock pursuant hereto is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and that: (i) It has such knowledge, experience and skill in evaluating and investing in issues of equity securities, including securities of new and speculative issuers, based on actual participation in financial, investment and business matters, such that it is capable of evaluating the merits and risks of an investment in the Company for itself; (ii) It is familiar with the business and operations of the Company, has had the opportunity to conduct a due diligence review of the Company concerning the terms and conditions of the offering of the shares of Class TM Preferred Stock to be received by such Investor does and other matters pertaining to an investment in the shares of Class TM Preferred Stock; and (iii) It has been advised that the shares of Class TM Preferred Stock have not been registered under the Securities Act, or any state securities or blue sky laws, and will that the terms thereof prohibit resale without the consent of the Company. Except as contemplated by the Merger Agreement, it is exchanging its Company Common Stock to be exchanged hereunder for shares of Class TM Preferred Stock for its own account for investment, and not conflict with a view to, or for resale in connection with, the distribution thereof, and has no present intention of distributing or reselling any thereof. (d) Neither the execution and delivery by such Investor of this Agreement, nor performance by such Investor or its obligations hereunder will (i) contravene or violate any law, rule or regulation to which such Investor is subject or any judgment, order, writ, injunction or decree of any Governmental Authority which is applicable to such Investor or (ii) violate or cause result in a breach or default (with or without the giving of notice or lapse of time, or both) under any agreement, contract or instrument to which such Investor is a party party, except for such violations, breaches, or any judgmentdefaults which would not prevent or materially impair or delay the Class TM Closing. (e) Immediately prior to the Class TM Closing, order or decree to which such Investor is subject; (vii) such Investor has had owns, beneficially and of record, the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences shares of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is Common Stock set forth adjacent next to such Investor’s 's name on Schedule A attached hereto. (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgagesEncumbrances. (f) Such Investor has not incurred, liensdirectly or indirectly, pledges, claims, charges, security interests or encumbrances as a result of any kindaction taken by such Investor, and will deliver the Exchanged Shares any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with this Agreement. (g) Each Investor shall not be deemed to have made to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests any representation or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to warranty other than as expressly made by such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by in this AgreementSection 3 hereof.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated herebyEach Investor, each Investor severally and not jointly, represents and warrants to the Company and, that the statements contained in the case this ‎Article 3 are true and correct with respect to such Investor as of the Cash InvestorClosing Date, each except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties are true and correct as of such other Investor that:specified date). (i) the Company Securities to be acquired by such Investor pursuant to this Agreement will be acquired for such Investor’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws; (ii) such 3.1 Such Investor is an “accredited investor” as defined by Rule 501 of Regulation D under the Securities Act and/or a “qualified institutional buyer” within the meaning of Rule 501 of Regulation D of 144A promulgated under the Securities Act, and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters capable of evaluating the merits and able to bear the economic risk risks of its investment in the Company Securities for Notes and has the ability and capacity to protect its interests. Such Investor is not, and has not in the last three months been, an indefinite period “affiliate” of time because the Company Securities have not been registered within the meaning of Rule 144 under the Securities Act andAct. 3.2 Such Investor is purchasing or acquiring by exchange the Notes as principal for its own account, therefore, canfor investment purposes and not be sold unless subsequently registered under with a view to distribution or resale in any manner that would violate the registration requirements of the Securities Act or the rules and regulations promulgated by the Commission thereunder, including Rule 144A; and such Investor acknowledges and agrees that an exemption from such registration investment in the Notes is available;not a liquid investment. (iv) 3.3 Such Investor confirms that such Investor has had an the opportunity to ask questions of, and receive answers concerning from, the terms and conditions of the offering of Company Securities and has had full access to such other information or any authorized Person acting on its behalf concerning the Company as 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 such Investor. In connection therewith, such Investor acknowledges that such Investor has reasonably requested;had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized Person acting on its behalf. (v) 3.4 Such Investor has all requisite legal and other power and authority to execute and deliver this Agreement and each to carry out and perform its obligations under the terms of the other agreements contemplated hereby to which such Investor is this Agreement. This Agreement constitutes a party constitutes (or will constitute) the legal, valid and legally binding obligation of such Investor, Investor enforceable in accordance with its terms, except subject, as enforceability may be limited by bankruptcy lawsto enforcement, to bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity affecting principles. 3.5 Such Investor has carefully considered and has discussed with its legal, tax, accounting and financial advisors, to the availability of specific performance and other equitable remedies; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) extent such Investor has had deemed necessary, the opportunity to consult its own tax counsel as to suitability of this investment and the U.S. transactions contemplated by this Agreement for such Investor’s particular federal, state, provincial, local and foreign tax consequences of and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for such Investor. Such Investor understands that it (and not the Merger Agreement and Company) shall be responsible for such Investor’s own tax liability that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities may arise as a result of the investment in the Notes or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached hereto. (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement. 3.6 Such Investor acknowledges that an investment in the Notes is speculative and involves a high degree of risk and that such Investor can bear the economic risk of the acceptance of the Notes, including a total loss of its investment. Such Investor recognizes and understands that no federal, state, provincial or foreign agency has recommended or endorsed the purchase of the Notes. Such Investor acknowledges that it has such knowledge and experience in financial and business matters that such Investor is capable of evaluating the merits and risks of an investment in the Notes and of making an informed investment decision with respect thereto. 3.7 The principal place of business of such Investor is correctly set forth below such Investor’s name on the signature page hereto. 3.8 Such Investor is the sole beneficial owner of the Old Notes set forth opposite its name on Annex I hereto. Such Investor has good, valid and marketable title to its Old Notes, free and clear of any Liens (other than pledges or security interests that the Investor may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker). Upon such Investor’s delivery of its Old Notes to the Company pursuant to the Transaction Documents and the transactions contemplated thereby, such Old Notes shall be free and clear of all Liens created by such Investor. 3.9 Each Investor acknowledges and agrees that it and each other Investor is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. Each Investor further acknowledges that no Investor is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Investor or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to such Investor’s acquisition of the Notes. Each Investor further represents that its decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by such Investor.

Representations and Warranties of the Investors. Each of the Investors, severally and not jointly, represents and warrants, as of the Closing applicable to such Investor, as follows: (a) In connection with Such Investor confirms that it has full power and authority and has taken all required action necessary to permit it to execute and deliver and to carry out the transactions contemplated terms of this Agreement and all other documents or instruments required hereby, each . (b) Such Investor represents that it is its present intention to acquire its Note for its own account and warrants to the Company andthat its Note and its Conversion Shares (together, in the case of the Cash Investor, each other Investor that: (iits “Securities”) the Company Securities to are being or will be acquired by such Investor pursuant to this Agreement will be acquired it for such Investor’s own account the purpose of investment and not with a view to, to distribution. Such Investor agrees that it will not sell or intention of, distribution thereof in violation transfer any of the its Securities Act, or any without registration under applicable federal and state securities laws;, or the availability of exemptions therefrom. Such Investor agrees that the documents or records evidencing the Securities will each bear a restrictive legend stating that the Securities represented thereby have not been registered under applicable federal and state securities laws and referring to restrictions on their transferability and sale. (iic) such Such Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D acknowledges that it currently has, and had immediately prior to its receipt of the Securities offer of sale from the Company, such knowledge and Exchange Commission, is sophisticated experience in financial and business matters that it is capable of evaluating the merits and risks of this investment and further acknowledges that it is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its this investment, including the illiquid nature of the Notes and the risk of a complete loss of such Investor’s investment in the Company Securities for an indefinite period Notes. During the course of time because this transaction and prior to the Company Securities have not been registered under sale to the Securities Act andInvestors of the Notes hereunder, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) such Investor acknowledges that it has had an the opportunity to ask questions of, and receive answers from, management of the Company concerning the terms and conditions of this investment and to obtain any additional information of the offering same kind that is specified in Rule 502 of Company Regulation D of the Securities and has had full access Act of 1933, as amended (the “Securities Act”), or that is necessary to such other information concerning verify the Company as it has reasonably requested; (v) this Agreement and each accuracy of the other agreements contemplated hereby information obtained. Such Investor acknowledges that it has received such information as it deems necessary to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with enable it to make its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached heretoinvestment decision. (bd) In connection with the transactions contemplated hereby, each Rollover Such Investor represents that it is an “accredited investor” as defined by the rules and warrants to regulations of the Company that: (i) such Rollover Investor has the full legal right, power United States Securities and authority to deliver the Exchanged Shares to the Company Exchange Commission pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this AgreementSecurities Act.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated herebyEach Investor, each Investor severally and not jointly, represents and warrants to the Company and, in the case of the Cash Investor, each other Investor thatCorporation as follows: (i) Such Investor is acquiring the Company Securities to be acquired by such Investor pursuant to this Agreement will be acquired Shares for such Investor’s its own account account, for investment and not for, with a view to, or intention of, in connection with any distribution or public offering thereof in violation within the meaning of the Securities Act, or any applicable state securities laws;. (ii) such Such Investor is an “accredited investor” within understands that the meaning Shares have not been, and the Reserved Shares will not be, registered under the Securities Act or any state securities law, by reason of Rule 501 of Regulation D their issuance in a transaction exempt from the registration requirements of the Securities Act and Exchange Commissionsuch laws, and that they must be held indefinitely unless they are subsequently registered under the Securities Act and such laws or a subsequent disposition thereof is sophisticated in financial matters exempt from registration. Such Investor acknowledges that the certificates for the Shares and is able the Reserved Shares shall bear legends to evaluate the risks and benefits of the investment in the Company Securities;such effect. (iii) such Such Investor is sophisticated has sufficient knowledge and experience in business and financial matters and with respect to investment in securities of privately held companies so as to enable it to analyze and evaluate the merits and risks of the investment contemplated hereby and is able to bear the economic risk of such investment, including a complete loss of the investment. (iv) Such Investor acknowledges that such Investor has made detailed inquiry concerning the Corporation, its investment in business and its personnel and that the Company officers of the Corporation have made available to such Investor any and all written information which it has requested and have answered to such Investor's satisfaction all inquiries made by such Investor. (v) Such Investor understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Investor) promulgated by the Securities for an indefinite period of time because and Exchange Commission (the Company Securities have not been registered "COMMISSION") under the Securities Act anddepends upon the satisfaction of various conditions, thereforethat such exemption is not currently available and that, cannot be sold unless subsequently registered under if applicable, Rule 144 affords the Securities Act or an exemption from such registration is available; (iv) such Investor has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable basis for sales only in accordance with its terms, 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;amounts. (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby Unless otherwise indicated in writing by such Investor does not and will not conflict withto the Corporation, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject;an "accredited investor" within the definition of that term set forth in the Securities Act Rule 501(a). (vii) such Such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor not employed any other Investor has made any representations regarding such tax consequences broker or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published finder in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached hereto. (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement. (b) In addition to the representations and warranties contained in Section 5(a), each of Variamat, Ding Cho ▇▇▇ ▇▇▇ MTDC represents and warrants to the Corporation that such Investor has satisfied itself as to the full observance of the laws of such Investor's jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements of such Investor's jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may be required, and (iv) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. Such Investor's subscription and payment for, and such Investor's continued beneficial ownership of the Shares, will not violate any applicable securities or other laws of such Investor's jurisdiction.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated hereby, each Each Investor hereby represents and warrants to the Company andthat the following representations and warranties are true as of the date hereof and will be true as of the date of the Closing with respect to such Investor (except for such representations and warranties that speak as of a particular date, in the case which case, such representations and warranties shall be true as of the Cash Investor, each other Investor that:such date): (ia) the Company Securities to be acquired by such Investor pursuant to this Agreement The Subscribed Shares will be acquired for investment purposes for such Investor’s own account accounts, not as a nominee or agent. By executing this Agreement, such Investor further represents that it has not been organized for the sole purpose of acquiring the Subscribed Shares. (b) Such Investor understands and acknowledges that the issuance of the Subscribed Shares to it will not with a view to, be registered or intention of, distribution thereof in violation of qualified under the Securities Act, or any applicable state securities laws;laws on the grounds that the offering and sale of Subscribed Shares contemplated by this Agreement and the issuance of Subscribed Shares hereunder is exempt from registration or qualification under the Securities Act, and that the Company’s reliance upon these exemptions is predicated upon such Investor’s representations in this Agreement. Such Investor further understands that no public market now exists for any of the Subscribed Shares issued by the Company to it and the Company has given no assurances that a public market will ever exist for such Subscribed Shares. (iic) such Such Investor is either (i) an “accredited investor” within the meaning of the SEC Rule 501 of Regulation D of the Securities and Exchange CommissionD, is sophisticated as presently in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities have not been registered effect, under the Securities Act andAct, therefore, cannot be sold unless subsequently registered or (ii) a “Non-U.S. Person” as defined under Rule 902 of Regulation S under the Securities Act or an exemption from such registration is available; (iv) such Investor has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached heretoAct. (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated herebyEach Investor, each Investor severally and not jointly, hereby represents and warrants to the Company andon the date hereof, in and agrees with the case Company, as follows: a. Each Investor understands that no United States federal or state agency has passed on, reviewed or made any recommendation or endorsement of the Cash InvestorCommon Shares. b. Each Investor has full power and authority to enter into this Agreement and the Registration Rights Agreement, each other Investor that: and such agreements constitute valid and legally binding obligations, enforceable in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the Company Securities availability of specific performance, injunctive relief, or other equitable remedies. c. This Agreement is made with each Investor in reliance upon such Investor’s representation to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Common Shares to be acquired received by such Investor pursuant to this Agreement (the “Securities”) will be acquired for investment for such Investor’s own account account, not as a nominee or agent, and not with a view toto the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or intention ofotherwise distributing the same. By executing this Agreement, distribution thereof in violation such Investor further represents that such Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities ActSecurities. d. Each Investor is an investor in securities of companies in the development stage and acknowledges that it can bear the economic risk of its investment, and has such knowledge and experience in financial or any applicable state securities laws;business matters that it is capable of evaluating the merits and risks of the investment in the Common Shares. Each Investor also represents it has not been organized for the purpose of acquiring the Common Shares. (ii) such e. Each Investor is an “accredited investor” within the meaning of SEC Rule 501 501(a) of Regulation D D, as presently in effect. f. Each Investor understands that the Common Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of each Investor set forth herein in order to determine the applicability of such exemptions and the suitability of each Investor to acquire the Common Shares. g. Each Investor understands that the Securities it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances. In this connection, each Investor represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. h. Without in any way limiting the representations set forth above, each Investor further agrees not to make any disposition of all or any portion of the Securities unless and Exchange Commission, is sophisticated until the transferee has agreed in financial matters and is able to evaluate writing for the risks and benefits benefit of the investment Company to be bound by the provisions of this Section 4(h) provided and to the extent such provisions are then applicable, and: (1) There is then in effect a Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (2) (i) Such Investor shall have notified the Company Securities; of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (iiiii) if reasonably requested by the Company, such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is sophisticated agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in financial matters and able to unusual circumstances. i. It is understood that the certificates evidencing the Securities will bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities following legends: “These securities have not been registered under the Securities Act andof 1933, therefore, canas amended. They may not be sold unless subsequently registered sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under the Securities such Act or an exemption from opinion of counsel satisfactory to the Company that such registration is available; (iv) such Investor has had an opportunity not required or unless sold pursuant to ask questions and receive answers concerning the terms and conditions of the offering of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation Rule 144 of such Investor, enforceable in accordance with its terms, 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;Act.” (vi) the j. The execution, delivery and performance of this Agreement and the Registration Rights Agreement, and the consummation by each Investor of the other agreements transactions contemplated hereby by such Investor does and thereby do not and will not (i) result in a violation of such Investor’s charter documents or bylaws or (ii) conflict with, violate or cause a breach of with any material agreement, contract indenture or instrument to which such Investor is a party or (iii) result in a violation of any judgmentorder, order judgment or decree of any court or governmental agency applicable to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federalor, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached heretoknowledge, of any law, rule, or regulation. Investor is either not required to obtain any consent or authorization of any governmental agency, or shall have obtained any such consent or authorization prior to the Closing, in order for such Investor to perform its obligations under this Agreement or the Registration Rights Agreement. (b) In k. Each Investor understands that nothing in the Agreement or the Registration Rights Agreement or any other materials presented to the Investors in connection with the transactions contemplated herebypurchase and sale of the Common Shares constitutes legal, each Rollover Investor represents and warrants to the Company that: (i) such Rollover tax or investment advice. Each Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Common Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated herebyEach Investor, each Investor severally and not jointly, represents and warrants to the Company andas of each Closing, in the case and upon conversion of the Cash Investorany Note, each other Investor thatas follows: (ia) All action on the Company Securities to be acquired part of the Investor for the authorization, execution, delivery and performance by such the Investor pursuant to of this Agreement will be acquired for such Investor’s own account has been taken, and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws; (ii) such Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) such Investor has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby to which such Investor is constitutes a party constitutes (or will constitute) the legal, valid and binding obligation of such the Investor, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws(i) applicable bankruptcy, other insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights generally, and general principles (ii) the effect of equity affecting rules of law governing the availability of specific performance and other equitable remedies; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached hereto. (b) In The Investor is experienced in evaluating and investing in companies similar to the Company. The Investor is a sophisticated investor with such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of a prospective investment in the Notes or the Conversion Securities, as applicable, and is capable of bearing the economic risks of such investment. The Investor is an accredited investor (as such term is defined in Regulation D). (c) The Investor is acquiring the Notes or the Conversion Securities, as applicable, for investment for its own account and not with a view to, or for resale in connection with, any distribution. The Investor understands that the Notes or the Conversion Securities to be acquired, as applicable, have not been registered under the Act, by reason of a specific exemption from the registration provisions of the Act which depends upon, among other things, the bona fide nature of the investment intent as expressed herein. (d) The Investor acknowledges that the Notes or the Conversion Securities, as applicable, must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated under the Act which permits limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions. (e) The Investor understands that no public market now exists for any of the securities issued by the Company and there can be no assurance that a public market will ever exist for the Notes or the Conversion Securities. (f) The Investor has had an opportunity to discuss the Company’s business, management and financial affairs with the transactions contemplated herebyCompany’s management and an opportunity to review the Company’s facilities. The Investor understands that such discussions, each Rollover Investor represents as well as the written information issued by the Company, were intended to describe the aspects of the Company’s business and warrants prospects which it believes to be material but were not necessarily a thorough or exhaustive description. The foregoing, however, does not in any way limit or modify the representations and warranties made by the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreementin Section 2.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated hereby, each Each Investor hereby represents and warrants to Peak upon the Company and, in the case acquisition of the Cash Investor, each other Investor thata Note as follows: (ia) The Investor meets the Company Securities to be acquired by such definition of an “accredited investor” as that term is defined in Regulation D and has completely and accurately filled out the Accredited Investor pursuant to this Agreement will be acquired for such Investor’s own account Questionnaire attached hereto as Schedule A. (b) The Investor acknowledges and agrees that the Notes are being offered in a transaction not with a view to, or intention of, distribution thereof in violation involving any public offering within the meaning of the Securities Act, or any applicable state securities laws; (ii) such Investor is an “accredited investor” within that the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities Notes have not been registered under the Securities Act and, therefore, canand that Peak is not required to register the Notes. The Investor acknowledges and agrees that the Notes may not be sold unless subsequently registered offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to Peak 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 an (iii) pursuant to Rule 144 under the Securities Act or another applicable exemption from the registration requirements of the Securities Act, and, in each case, in accordance with any applicable securities laws of the states of the United States and other applicable jurisdictions, and that any certificates or book entries representing the Notes shall contain a restrictive legend to such registration is available;effect. The Investor acknowledges and agrees that the Notes will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Notes and may be required to bear the financial risk of an investment in the Notes for an indefinite period of time. The Investor acknowledges and agrees that the Notes will not immediately be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act, and that the provisions of Rule 144(i) will apply to the Notes. The Investor acknowledges and agrees that it has been advised to consult legal, tax and accounting advisors prior to making any offer, resale, transfer, pledge or disposition of any of the Notes. (ivc) such The Investor acknowledges and agrees that the Investor is purchasing the Notes from Peak. The Investor further acknowledges that there have been no representations, warranties, covenants and agreements made to the Investor by or on behalf of Peak, or any of its affiliates or any control persons, officers, directors, employees, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of Peak expressly set forth in Section 2 of this Subscription Agreement. (d) The Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in order to make an investment decision with respect to the Notes, including the business of Peak and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed ▇▇▇▇’s filings with the SEC. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have had an the full opportunity to ask questions such questions, receive such answers and receive answers concerning obtain such information as the terms Investor and conditions the Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Notes. (e) The Investor became aware of this offering of the Notes solely by means of direct contact between the Investor and Peak, Peak or a representative of Peak, and the Notes were offered to the Investor solely by direct contact between the Investor and Peak or a representative of Peak. The Investor did not become aware of this offering of Company the Notes, nor were the Notes offered to the Investor, by any other means. The Investor acknowledges that the Notes (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. The Investor acknowledges that there have not been, and the Investor hereby agrees that it is not relying upon, and has had full access not relied upon, any statement, covenant, agreement, representation or warranty made by any person, firm or corporation (including, without limitation, Peak, Peak, any of their respective affiliates or any control persons, officers, directors, employees, agents, representatives, legal counsel, financial advisors or accountants of any of the foregoing), other than the representations and warranties of Peak contained in Section 2 of this Subscription Agreement, in making its investment or decision to such other information concerning the Company as it has reasonably requested;invest in Peak. (vf) this Agreement The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and each ownership of the other agreements contemplated hereby Notes, including those set forth in Peak’s filings with the SEC. The Investor has such knowledge and experience in financial and business matters as to which be capable of evaluating the merits and risks of an investment in the Notes, and the Investor has sought such accounting, legal and tax advice as the Investor is a party constitutes (or will constitute) has considered necessary to make an informed investment decision. The Investor acknowledges that the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, except as enforceability may Investor shall 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; (vi) the execution, delivery and performance of this Agreement and each responsible for any of the other agreements Investor’s tax liabilities that may arise as a result of the transactions contemplated hereby by such Investor does this Subscription Agreement, and that Peak has not and will not conflict with, violate or cause a breach of provided any agreement, contract or instrument to which such Investor is a party tax advice or any judgment, order other representation or decree to which such Investor is subject; (vii) such Investor has had guarantee regarding the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement Subscription Agreement. (g) Alone, or together with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks of an investment in the Notes and determined that the Notes are a suitable investment for the Investor and that neither the Company nor any other Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in Peak. The Investor acknowledges specifically that a possibility of total loss exists. (h) In making its decision to purchase the Notes, the Investor has relied solely upon independent investigation made by the Investor and the representations and warranties of Peak in Section 2. (i) The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Notes or made any representations regarding such tax consequences findings or benefits upon which such Investor has relied;determination as to the fairness of this investment. (viiij) such If the Investor is not acquiring an individual, the Rollover Securities as a result Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of formation or subsequent incorporation, with power and authority to any advertisemententer into, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true deliver and correct address, is set forth adjacent to such Investor’s name on Schedule A attached heretoperform its obligations under this Subscription Agreement. (bk) In connection The execution, delivery and performance by the Investor of this Subscription Agreement, the purchase of the Notes hereunder, the compliance by the Investor with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herebyherein are within the powers of the Investor, each Rollover have been duly authorized and will not constitute or result in a breach, violation or default, conflict with or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Investor pursuant to the terms of (a) any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, (b) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or undertaking, to which the Investor is a party, by which the Investor is bound or to which any of the property or assets of the Investor is subject, and (c) if the Investor is not an individual, the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature of the Investor on this Subscription Agreement is genuine, and the signatory has legal competence and capacity to execute the same or the signatory has been duly authorized to execute the same, and, assuming that this Subscription Agreement constitutes the valid and binding agreement of Peak, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. (l) Neither the Investor nor, if the Investor is not an individual, any of its officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or carrying out a similar function, is (i) a person named on the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List, or any other similar list of sanctioned persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), or any similar list of sanctioned persons administered by the European Union or any individual European Union member state, including the United Kingdom (collectively, “Sanctions Lists”); (ii) directly or indirectly owned or controlled by, or acting on behalf of, one or more persons on a Sanctions List; (iii) organized, incorporated, established, located or resident, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, Venezuela, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the European Union or any individual European Union member state, including the United Kingdom; (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”). The Investor represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. The Investor also represents that it maintains policies and procedures reasonably designed to ensure compliance with sanctions administered by the United States, the European Union, or any individual European Union member state, including the United Kingdom, to the extent applicable to it. The Investor further represents that the funds held by the Investor and used to purchase the Notes were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor. (m) If the Investor is or is acting on behalf of (i) an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan, an individual retirement account or other arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement described in clauses (i) and (ii) (each, an “ERISA Plan”), or (iv) an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing clauses (i), (ii) or (iii) but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws,” and together with ERISA Plans, “Plans”), the Investor represents and warrants that (A) neither Peak nor any of its affiliates has provided investment advice or has otherwise acted as the Plan’s fiduciary, with respect to its decision to acquire and hold the Notes, and Peak is not the Plan’s fiduciary with respect to any decision in connection with the Investor’s investment in the Notes; and (B) its purchase of the Notes will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any applicable Similar Law. (n) The Investor is not a foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244). (o) The Investor acknowledges that Peak continues to review the SEC Statement, Redeemable Share Classification Changes and their respective implications, including on the financial statements and other information included in its SEC Reports, and any restatement, revision or other modification of the SEC Reports relating to or arising from such review, any subsequent related agreements or any other guidance from the Staff of the SEC with respect to the SEC Statement or Redeemable Share Classification Changes shall be deemed not material for purposes of this Subscription Agreement. (p) The Investor acknowledges that the Company that: has engaged ▇▇▇▇▇▇▇ Investment Company, LLC (“Placement Agent”) to the be exclusive Placement Agent for the offering of the Notes. As compensation for its services, the Company shall, at each closing pay the Placement Agent a cash commission equal to 8% of the gross proceeds received by the Company from Investors introduced by the Placement Agent from such Closing. The cash fee related to the conversion of the Existing Notes will be 2%; provided, however, that no cash fee will be due with respect to any Notes issued to Dr. ▇▇▇▇▇▇▇ ▇▇▇ and/or his affiliates. Additionally, subject to the exclusion with respect to Dr. ▇▇▇▇▇▇▇ ▇▇▇, upon conversion of the Notes into Common Stock, the Placement Agent will receive shares of restricted Common Stock of the Company equal to (i) such Rollover Investor has 4% of the full legal right, power and authority to deliver total number of shares of Common Stock received upon conversion of the Exchanged Shares to Notes issued by the Company pursuant to in the terms hereof; Offering for new capital and (ii) 1% of the total number of shares of Common Stock received upon conversion of the Notes issued in exchange for the Existing Notes (in each case, excluding Notes and Extension Notes received in the Offering by Dr. ▇▇▇▇▇▇▇ ▇▇▇ and/or his affiliates). In addition, the Company may engage a secondary placement agent and pay certain fees with respect to Investors introduced by such Rollover secondary placement agent, the terms of which have been disclosed to such Investors. (q) The Investors acknowledges that no broker or finder is entitled to any brokerage or finder’s fee or commission payable by the Investor owns beneficially and solely in connection with the sale of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares Notes to the Company free and clear Investor based on any arrangement entered into by or on behalf of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover the Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement.

Representations and Warranties of the Investors. (a) In connection with Each of the transactions contemplated hereby, each Investor Investors hereby severally represents and warrants to the Company and, in the case of the Cash Investor, each other Investor that: (ia) The Investors have full power and authority and have each taken all required action necessary to permit them to execute and deliver and to carry out the Company Securities to be acquired by such Investor pursuant to terms of this Agreement will be acquired and all other documents or instruments required hereby. (b) Each of the Investor's present intention is to acquire its Securities for such Investor’s own account the purpose of investment and not with a view to, or intention of, distribution thereof in violation to distribution. Each of the Investors agrees that it will not sell or transfer any of its Securities Act, or any without registration under applicable federal and state securities laws;, or the availability of exemptions therefrom. Each of the Investors agrees that the documents evidencing the Securities will each bear a restrictive legend stating that the Securities represented thereby have not been registered under applicable federal and state securities laws and referring to restrictions on their transferability and sale. (iic) Each of the Investors acknowledges that it currently has, and had immediately prior to its receipt of the offer of sale from the Company, such Investor knowledge and experience in financial and business matters that it is an “accredited investor” within capable of evaluating the meaning merits and risks of this investment. During the course of this transaction and prior to the sale to the Investors of the Debentures and the Warrants hereunder, the Investors acknowledge that they each had the opportunity to ask questions of, and receive answers from, management of the Company concerning the terms and conditions of this investment and to obtain any additional information of the same kind that is specified in Rule 501 502 of Regulation D of the Securities and Exchange CommissionAct of 1933, as amended, or that is sophisticated in financial matters and is able necessary to evaluate verify the risks and benefits accuracy of the other information obtained. The Investors acknowledge that they each have received such information as they deem necessary to enable them to make their investment decision. (d) The Investor acknowledges that the Investor, or the Investor's attorney, accountant, or adviser(s), has/have had a reasonable opportunity to inspect all documents and records pertaining to this investment. (e) The security interest granted to Investors in connection with the issuance of the Debentures will be a first priority security interest in and lien on the Collateral (as defined in the Company Securities;Debentures). (iiif) such The Investor understands that the offering and sale of the Debentures and Warrants is sophisticated in financial matters and able intended to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities have not been registered be exempt from registration under the Securities Act and, therefore, cannot be sold unless subsequently registered under by virtue of Section 4(2) thereof and the Securities Act or an exemption from such registration is available;provisions of Regulation D promulgated thereunder. (ivg) such The Investor has had an opportunity to ask questions and receive answers concerning and/or the terms and conditions of the offering of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; (vInvestor's adviser(s) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has has/have had the opportunity to consult its own tax counsel as review the SEC Documents, the Transaction Documents and all other documents furnished to Investor in connection with this transaction (collectively, the U.S. federal"Offering Documents"). (h) In making a decision to invest in the Securities, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made not relied on any representations regarding such tax consequences or benefits upon which such Investor has relied;information other than information contained in the Offering Documents. (viiii) such The Investor is not acquiring subscribing for the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over televisiontelevision or radio, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached heretoor any solicitation of a subscription by a person other than a representative of the Company. (bj) In If the Investor is a natural person, the Investor has reached the age of majority in the jurisdiction in which the Investor resides; the Investor has adequate means of providing for the Investor's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Securities for an indefinite period of time, has no need for liquidity in such investment, and, at the present time, could afford a complete loss of such investment. (k) The Investor is not relying on the Company or any agent of the Company with respect to any legal, tax or economic advice related to an investment in the Securities. (l) The Investor recognizes that investment in the Securities involves substantial risks, including the risk of loss of the entire amount of such investment, and has taken full cognizance of and understands all of the risks related to the purchase of the Securities. (m) The Investor's overall commitment to investments which are not readily marketable is reasonable in relation to the Investor's net worth. (n) The Investor is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Securities Act. (o) The Investor understands that the Securities are being offered and sold in reliance on a transactional exemption from the registration requirements of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements and understandings of the Investor set forth in this Agreement in order to determine the applicability of such exemptions and the suitability of the Investor to acquire the Securities. (p) The Investor hereby agrees to provide such information and to execute and deliver such documents as the Company may deem reasonably appropriate with regard to the Investor's suitability or otherwise in connection with this Agreement. (q) The execution, delivery and performance of this Agreement by the Investor (i) will not constitute a default under or conflict with any agreement or instrument to which the Investor is a party or by which it or its assets are bound; (ii) will not conflict with or violate any order, judgment, decree, statute, ordinance or regulation applicable to the Investor (including, without limitation, any applicable laws relating to permissible legal investments); and (iii) does not require the consent of any person or entity, other than those that will have been obtained prior to the Closing or Second Closing, as the case may be. This Agreement has been duly authorized, executed and delivered by the Investor and constitutes the valid and binding agreement of the Investor enforceable against it in accordance with its terms. (r) The Investor has not retained, or otherwise entered into any agreement or understanding with, any broker or finder in connection with the transactions contemplated herebypurchase of the Securities by the Investor, each Rollover Investor represents and warrants to the Company will not incur any liability for any fee, commission or other compensation on account of any such retention, agreement or understanding by the Investor. (s) The Investor understands, acknowledges and agrees that: (i) such Rollover In making an investment decision, the Investor has relied on the full legal rightInvestor's own examination of the Company and the disclosure in the Offering Documents, including the merits and risks involved. The Securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of the Offering Documents or this Agreement. (ii) The Investor, if executing this Agreement in a representative or fiduciary capacity, has all requisite power and authority to execute and deliver this Agreement in such capacity and on behalf of the Exchanged Shares to subscribing individual, ▇▇▇▇, partnership, trust, estate, corporation, or other entity for whom the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kindis executing this Agreement, and will deliver such individual, ▇▇▇▇, partnership, trust, estate, corporation, or other entity has all requisite power and authority to enter into this Agreement and make an investment in the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this AgreementSecurities.

Representations and Warranties of the Investors. (a) In connection with Each of the transactions contemplated hereby, each Investor Investors represents and warrants to the Company and, in the case as of the Cash Investordate hereof and as of the Closing Date, each other Investor and agrees that: (ia) The entire legal and beneficial interests of the Company Securities to be acquired by such Investor New Warrants, and the shares of Common Stock issuable pursuant to this Agreement the New Warrants, whether upon exercise or otherwise (the “Warrant Shares”), are being acquired for, and will be acquired held for, its account only. (b) The New Warrants and the Warrant Shares have not been registered for such Investor’s own account and not with a view to, or intention of, distribution thereof in violation of issuance under the Securities Act, . Each of the Purchasers understands that the New Warrants and the Warrant Shares are not registered for issuance under the Securities Act or any qualified under applicable state securities laws;laws on the ground that the issuance thereof will be exempt from the registration and qualifications requirements thereof. (iic) It has such Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities knowledge and Exchange Commission, is sophisticated experience in financial and business matters as to be capable of evaluating the merits and is able to evaluate risks of its investment and has the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able ability to bear the economic risk risks of its investment in the Company Securities for an indefinite period of time because New Warrants and the Company Securities have not been registered under Warrant Shares. (d) The New Warrants and the Securities Act and, therefore, cannot Warrant Shares must be sold held indefinitely unless they are subsequently registered under the Securities Act or an exemption from for such registration is available;available or, in the case of the Warrant Shares, they are sold pursuant to the Registration Statement. (ive) such Investor has had an opportunity Neither the New Warrants or the Warrant Shares may be sold pursuant to ask questions Rule 144 adopted under the Securities Act unless certain conditions are met, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company and receive answers concerning the terms and conditions resale following the required holding period under Rule 144. (f) It will not make any disposition of all or any part of the offering New Warrants or the Warrant Shares until: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement (it being acknowledged that, upon filing of Company Securities and has had full access the Supplement in accordance with Section 1.4, the Warrant Shares may be disposed of pursuant to such other information concerning the Registration Statement); or (ii) Such Investor shall have notified the Company of the proposed disposition and, in the case of a sale or transfer in a so called “4(1) and a half” transaction, shall have furnished counsel for the Company with an opinion of counsel, substantially in the form annexed as Exhibit C to the New Warrant. The Company agrees that it has reasonably requested;will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act. (vg) this Agreement and each of the other agreements contemplated hereby to which such Such Investor is a party limited partnership or corporation duly organized and validly existing under the laws of the jurisdiction of its formation. (h) This Agreement has been duly authorized, executed and delivered by such Investor and constitutes (or will constitute) the legal, valid and legally binding obligation of such Investor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy lawsby (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and general (ii) applicable equitable principles of equity affecting the availability of specific performance and other equitable remedies;(whether considered in a proceeding at law or in equity). (vii) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does It has not and will not conflict withhave assigned, violate encumbered, hypothecated or cause a breach of transferred, or purported to assign, encumber, hypothecate or transfer, to any agreementother person or entity in any manner, contract any rights under or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached heretoCanceled Prior Warrants. (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement.

Representations and Warranties of the Investors. (a) In connection with Each of the transactions contemplated hereby, each Investor ----------------------------------------------- Investors severally represents and warrants to the Company and, in the case of the Cash Investor, each other Investor that: (ia) He or it has full power and authority to enter into this Agreement and the Related Agreements, and that this Agreement and the Related Agreements, when executed and delivered, will constitute the valid and binding legal obligation of such Investor. (b) He or it is an "accredited investor" for purposes of Regulation D under the Securities Act and that he or it has sufficient knowledge and experience in evaluating and investing in companies similar to the Company Securities in terms of the Company's stage of development so as to be acquired by able to evaluate the risks and merits of his or its investment in the Company and is able financially to bear the risks thereof. If such Investor pursuant is other than an individual, then such Investor represents that it was not organized for the purpose of acquiring the Series A Preferred Stock or, if such Investor was formed for the purpose of acquiring the Series A Preferred Stock, then all of its members are "accredited investors" for purposes of Regulation D under the Securities Act. (c) He or it is acquiring the Investor Securities at the applicable closing, subject to this Agreement will be acquired the terms hereof and related contemporaneous agreements, for such Investor’s investment for his or its own account and not with a view to, or for resale in connection with, any distribution thereof, and that such Investor has no present intention ofof selling, distribution thereof in violation granting any participation in, or otherwise distributing the same; provided, however, that the disposition of the Securities ActInvestors' property -------- ------- shall at all times remain in the Investors' control. By executing this Agreement, each Investor further represents and warrants that such Investor does not have any contract, undertaking, agreement or arrangement with any applicable state securities laws;person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Investor Securities. (iid) such Investor is He or it has had an “accredited investor” within opportunity to discuss the meaning of Rule 501 of Regulation D terms and conditions of the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits offering of the investment in Series A Preferred Stock and the Company Securities;Company, business, management and financial affairs with the Company's management and has received (or had made available to it) any financial and business documents requested by him or it. (iiie) such Investor is sophisticated in financial matters and able He or it understands that the shares of Series A Preferred Stock to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities be purchased hereunder have not been registered under the Securities Act and, therefore, cannot and must be sold held indefinitely unless subsequently a subsequent disposition thereof is registered under the Securities Act or an exemption is exempt from such registration is available; (iv) such Investor has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached heretoregistration. (bf) In connection He or it has no contract, arrangement or understanding with the transactions contemplated herebyany broker, each Rollover Investor represents and warrants finder or similar agent with respect to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated herebyEach Investor, each Investor severally and not jointly, hereby represents and warrants to the Company and, in the case as of the Cash Investor, each other Investor Execution Date and the Closing that: (ia) the Company Securities to be acquired This Agreement has been duly authorized, validly executed and delivered by such Investor pursuant to this Agreement will be acquired for such Investor’s own account it and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws; (ii) such Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) such Investor has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, the Investor enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy laws(i) bankruptcy, other insolvency, reorganization, moratorium or similar laws or equitable principles affecting the enforcement of creditors’ rights and general principles of equity affecting generally or (ii) laws relating to the availability of specific performance and performance, injunctive relief, or other equitable remedies;. (vib) There is no broker, investment banker, financial advisor, finder or other person which has been retained by or is authorized to act on behalf of the execution, delivery and performance Investors who might be entitled to any fee or commission for which the Company will be liable in connection with the execution of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences consummation of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied;hereby. (viiic) such Investor It is not acquiring purchasing the Rollover Securities Shares as a result of or subsequent to any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine, internet publication magazine or similar media or broadcast over television, television or radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached heretoany other general advertisement. (bd) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has It is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the full legal rightSecurities Act, power and authority it is acquiring the Shares for its own account for investment purposes and not with the view to deliver the Exchanged Shares to the Company pursuant to the terms hereof; any sale or distribution, (ii) such Rollover Investor owns beneficially and it will not offer, sell or otherwise dispose of record the Exchanged SharesShares except under circumstances as will not result in a violation of applicable securities laws, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there it has had such opportunity as it has deemed adequate to ask questions of the Company and its representatives and to otherwise obtain from the Company such information regarding the Company, along with copies of all information from the Company that it deems necessary to permit it to evaluate the merits of accepting the Shares, (iv) it has such knowledge, sophistication and experience in business and financial matters to be able to evaluate the merits, risks and other considerations relating to the acquisition of the Shares; and (v) it understands and acknowledges that the Shares involves a high degree of risk. (e) It understands that the Shares will not be registered under the Securities Act at the time of issuance, that the Shares will be “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, it must hold the Shares indefinitely unless they are no lawsuitsregistered with the U.S. Securities and Exchange Commission (the “SEC”) and qualified by state authorities, claimsor an exemption from such registration and qualification requirements is available. Subject to the Company’s obligations set forth in Section 6(b), proceedingseach Investor understands that the Shares may be notated with one or more legends required by the federal securities laws or the securities laws of any state, investigations, injunctions, judgments, orders or decrees pending orin each case, to the extent such Rollover Investorlaws are applicable to the Shares represented by the certificate, instrument or book-entry so legended, including as provided in Section 6. (f) It understands that the Shares are being issued and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and it’s knowledgecompliance with, threatened against or affecting the Exchanged Shares that would adversely affect representations, warranties, agreements, acknowledgements and understandings of the ability Investors set forth herein in order to determine the availability of such Rollover Investor exemptions and the eligibility of the Investors to consummate acquire the transactions contemplated by this AgreementShares.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated herebyEach Investor, each Investor severally as to itself only and not jointly, hereby represents and warrants to the Company and, in the case as of the Cash Investor, each other Investor thatdate of this Agreement and on the Closing Date as follows: (ia) Such Investor is acquiring the Company Securities to be acquired by such Investor pursuant to this Agreement will be acquired Shares and any Offering Shares, for such Investor’s its own account account, for investment and not with a view to, to any public distribution or intention of, distribution thereof in violation resale (within the meaning of the Securities Act, or any Act and applicable state securities laws;) in violation of any applicable securities laws; provided, however, that by making the representations herein, such Investor does not agree to hold any of the Shares or Offering Shares for any minimum or other specific term and reserves the right to dispose of any of the Shares or Offering Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. (b) Such Investor understands that (i) the Shares and any Offering Shares (A) have not been registered under the Securities Act or any state securities laws, (B) will be issued in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) and/or Regulation D thereof and (C) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (ii) the Investor must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. (c) Such Investor has knowledge, skill and experience in financial, business and investment matters relating to an investment of this type and is capable of evaluating the merits and risks of such investment and protecting such Investor’s interest in connection with the acquisition of the Shares and any Offering Shares. (d) Such Investor has been furnished by the Company information (or provided access to information) regarding the business and financial condition of the Company, its expected plans for future business activities, and the merits and risks of an investment in the Shares and any Offering Shares which such Investor has requested or otherwise is necessary to evaluate the investment in the Company. (e) Such Investor has been afforded the opportunity to ask questions of and receive answers from the management of the Company concerning the terms and conditions of the proposed transaction. None of the inquiries referred to in this paragraph (e) nor the information referred to in paragraph (d) of this Section 4 (nor any investigation or review conducted by such Investor or its representatives or counsel) shall modify, amend, limit or affect such Investor’s right to rely on the truth, accuracy or completeness of the Company’s representations and warranties in this Agreement. (f) Such Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and such Investor has executed the Certificate of Accredited Investor Status. (g) Each Investor hereby agrees that, from and after the Closing Date, so long as it holds Shares, it (in the case of each Investor other than G▇▇▇▇▇▇, S▇▇▇▇ & Co.) will not, and G▇▇▇▇▇▇, Sachs & Co. will not, through the G▇▇▇▇▇▇ S▇▇▇▇ Principal Strategies group as currently configured, enter into any short sale position or establish any “put equivalent position” (as such term is defined in Rule 16a-1 promulgated under the Exchange Act) with respect to the shares of Common Stock during any Hedge Restriction Period (as defined below). The restriction contained in the prior sentence shall not (a) restrict or limit the ability of any Investor to sell any or all of the Securities Shares, Alternate Preferred Stock, New Preferred Stock Units, Offering Shares or other shares of Common Stock, or (b) restrict or limit the activities of any area or division of G▇▇▇▇▇▇, Sachs & Co. or any of its Affiliates, other than G▇▇▇▇▇▇ S▇▇▇▇ Principal Strategies group as currently configured. In the case of an Investor that is or includes a multi-managed entity or division whereby separate portfolio managers manage separate portions of such Investor’s assets and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits portfolio managers have no direct knowledge of the investment in decisions made by the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) such Investor has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Company Securities and has had full access to such portfolio managers managing other information concerning the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation portions of such Investor’s assets, enforceable the restriction set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the shares of Series A Preferred Stock. As used herein, “Hedge Restriction Period” means (x) any time at which the last reported trade price for the Common Stock is less than 120% of the Benchmark Price then in accordance with its termseffect, 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; (viy) the execution, delivery and performance of this Agreement and each of period beginning three (3) Trading Days after the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as Company delivers to the U.S. federal, state, local Investors a valid written notice that a dividend payable with respect to the Shares will be paid in the form of Common Stock (provided that such period shall begin no earlier than fifteen (15) Trading Days prior to the dividend payment date with respect to such dividend and foreign tax consequences of the transactions contemplated such notice shall not be delivered by the Merger Agreement Company more than twenty (20) Trading Days prior to the dividend payment date with respect to such dividend) and ending on the dividend payment date with respect to such dividend; provided, that neither no Hedge Restriction Period shall exist at any time during which the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor Common Stock is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name listed on Schedule A attached heretoan Eligible Market. (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated hereby, each Each Investor hereby separately represents and warrants to the Company and, in as follows (such representations and warranties being made separately and only to the case of the Cash extent such representations and warranties relate to such Investor, each other ): (a) Investigation; Investment Representation. Each Investor that: (i) possesses such knowledge and experience in financial and business matters that it is capable of evaluating the Company Securities to be acquired by such Investor pursuant to this Agreement will be acquired for such Investor’s own account merits and not with a view to, or intention of, distribution thereof in violation risks of the Securities Act, or any applicable state securities laws; its investment hereunder; (ii) such Investor is an “accredited investor” within has been afforded the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) such Investor has had an opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of its investment, the offering transactions contemplated hereby and the business and affairs of Company Securities the Company; (iii) has examined, to the extent it deems appropriate, all of the agreements and has had full access documents referred to herein or in the schedules hereto and such other information concerning the Company as documents that it has reasonably requested;; and (iv) understands that the Notes are not being registered under the Securities Act of 1933, as amended, on the ground that the issuance thereof is exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering, and the Company's reliance on this exemption is predicated in part on the Investors' representations and warranties contained in this Section 4(a). The Investors are acquiring the Notes for their own account, for investment purposes only and not with a view to the sale or distribution thereof. (vb) Execution and Effect of Agreement. Each Investor has all necessary power and authority to enter into this Agreement and each of consummate the other agreements transactions contemplated hereby to which such Investor is a party hereby. This Agreement constitutes (or will constitute) the legal, valid and binding obligation of such each Investor, enforceable against each Investor in accordance with its terms, except as enforceability may be limited by bankruptcy lawssubject to applicable bankruptcy, other insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to general principles of equity affecting the availability (regardless of specific performance and other equitable remedies; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate whether enforcement is sought in a proceeding at law or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached heretoequity). (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated hereby, each Each Investor hereby represents and warrants to Peak upon the Company and, in the case acquisition of the Cash Investor, each other Investor thata Note as follows: (ia) The Investor meets the Company Securities to be acquired by such definition of an “accredited investor” as that term is defined in Regulation D (b) The Investor pursuant to this Agreement will be acquired for such Investor’s own account acknowledges and agrees that the Notes are being offered in a transaction not with a view to, or intention of, distribution thereof in violation involving any public offering within the meaning of the Securities Act, or any applicable state securities laws; (ii) such Investor is an “accredited investor” within that the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities Notes have not been registered under the Securities Act and, therefore, canand that Peak is not required to register the Notes. The Investor acknowledges and agrees that the Notes may not be sold unless subsequently registered offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to Peak 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 an (iii) pursuant to Rule 144 under the Securities Act or another applicable exemption from the registration requirements of the Securities Act, and, in each case, in accordance with any applicable securities laws of the states of the United States and other applicable jurisdictions, and that any certificates or book entries representing the Notes shall contain a restrictive legend to such registration is available;effect. The Investor acknowledges and agrees that the Notes will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Notes and may be required to bear the financial risk of an investment in the Notes for an indefinite period of time. The Investor acknowledges and agrees that the Notes will not immediately be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act, and that the provisions of Rule 144(i) will apply to the Notes. The Investor acknowledges and agrees that it has been advised to consult legal, tax and accounting advisors prior to making any offer, resale, transfer, pledge or disposition of any of the Notes. (ivc) such The Investor acknowledges and agrees that the Investor is purchasing the Notes from Peak. The Investor further acknowledges that there have been no representations, warranties, covenants and agreements made to the Investor by or on behalf of Peak, or any of its affiliates or any control persons, officers, directors, employees, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of Peak expressly set forth in Section 2 of this Note Agreement. (d) The Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in order to make an investment decision with respect to the Notes, including the business of Peak and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed ▇▇▇▇’s filings with the SEC. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have had an the full opportunity to ask questions such questions, receive such answers and receive answers concerning obtain such information as the terms Investor and conditions the Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Notes. (e) The Investor became aware of this offering of the Notes solely by means of direct contact between the Investor and Peak, Peak or a representative of Peak, and the Notes were offered to the Investor solely by direct contact between the Investor and Peak or a representative of Peak. The Investor did not become aware of this offering of Company the Notes, nor were the Notes offered to the Investor, by any other means. The Investor acknowledges that the Notes (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. The Investor acknowledges that there have not been, and the Investor hereby agrees that it is not relying upon, and has had full access not relied upon, any statement, covenant, agreement, representation or warranty made by any person, firm or corporation (including, without limitation, Peak, Peak, any of their respective affiliates or any control persons, officers, directors, employees, agents, representatives, legal counsel, financial advisors or accountants of any of the foregoing), other than the representations and warranties of Peak contained in Section 2 of this Convertible Note Agreement, in making its investment or decision to such other information concerning the Company as it has reasonably requested;invest in Peak. (vf) this Agreement The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and each ownership of the other agreements contemplated hereby Notes, including those set forth in Peak’s filings with the SEC. The Investor has such knowledge and experience in financial and business matters as to which be capable of evaluating the merits and risks of an investment in the Notes, and the Investor has sought such accounting, legal and tax advice as the Investor is a party constitutes (or will constitute) has considered necessary to make an informed investment decision. The Investor acknowledges that the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, except as enforceability may Investor shall 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; (vi) the execution, delivery and performance of this Agreement and each responsible for any of the other agreements Investor’s tax liabilities that may arise as a result of the transactions contemplated hereby by such Investor does this Convertible Note Agreement, and that Peak has not and will not conflict with, violate or cause a breach of provided any agreement, contract or instrument to which such Investor is a party tax advice or any judgment, order other representation or decree to which such Investor is subject; (vii) such Investor has had guarantee regarding the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement Note Agreement. (g) Alone, or together with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks of an investment in the Notes and determined that the Notes are a suitable investment for the Investor and that neither the Company nor any other Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in Peak. The Investor acknowledges specifically that a possibility of total loss exists. (h) In making its decision to purchase the Notes, the Investor has relied solely upon independent investigation made by the Investor and the representations and warranties of Peak in Section 2. (i) The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Notes or made any representations regarding such tax consequences findings or benefits upon which such Investor has relied;determination as to the fairness of this investment. (viiij) such If the Investor is not acquiring an individual, the Rollover Securities as a result Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of formation or subsequent incorporation, with power and authority to any advertisemententer into, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true deliver and correct address, is set forth adjacent to such Investor’s name on Schedule A attached heretoperform its obligations under this Note Agreement. (bk) In connection The execution, delivery and performance by the Investor of this Convertible Note Agreement, the purchase of the Notes hereunder, the compliance by the Investor with all of the provisions of this Convertible Note Agreement and the consummation of the transactions contemplated herebyherein are within the powers of the Investor, each Rollover have been duly authorized and will not constitute or result in a breach, violation or default, conflict with or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Investor pursuant to the terms of (a) any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, (b) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or undertaking, to which the Investor is a party, by which the Investor is bound or to which any of the property or assets of the Investor is subject, and (c) if the Investor is not an individual, the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature of the Investor on this Convertible Note Agreement is genuine, and the signatory has legal competence and capacity to execute the same or the signatory has been duly authorized to execute the same, and, assuming that this Convertible Note Agreement constitutes the valid and binding agreement of Peak, this Convertible Note Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. (l) Neither the Investor nor, if the Investor is not an individual, any of its officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or carrying out a similar function, is (i) a person named on the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List, or any other similar list of sanctioned persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), or any similar list of sanctioned persons administered by the European Union or any individual European Union member state, including the United Kingdom (collectively, “Sanctions Lists”); (ii) directly or indirectly owned or controlled by, or acting on behalf of, one or more persons on a Sanctions List; (iii) organized, incorporated, established, located or resident, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, Venezuela, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the European Union or any individual European Union member state, including the United Kingdom; (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”). The Investor represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. The Investor also represents that it maintains policies and procedures reasonably designed to ensure compliance with sanctions administered by the United States, the European Union, or any individual European Union member state, including the United Kingdom, to the extent applicable to it. The Investor further represents that the funds held by the Investor and used to purchase the Notes were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor. (m) If the Investor is or is acting on behalf of (i) an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan, an individual retirement account or other arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement described in clauses (i) and (ii) (each, an “ERISA Plan”), or (iv) an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing clauses (i), (ii) or (iii) but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws,” and together with ERISA Plans, “Plans”), the Investor represents and warrants that (A) neither Peak nor any of its affiliates has provided investment advice or has otherwise acted as the Plan’s fiduciary, with respect to its decision to acquire and hold the Notes, and Peak is not the Plan’s fiduciary with respect to any decision in connection with the Investor’s investment in the Notes; and (B) its purchase of the Notes will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any applicable Similar Law. (n) The Investor is not a foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244). (o) The Investor acknowledges that Peak continues to review the SEC Statement, Redeemable Share Classification Changes and their respective implications, including on the financial statements and other information included in its SEC Reports, and any restatement, revision or other modification of the SEC Reports relating to or arising from such review, any subsequent related agreements or any other guidance from the Staff of the SEC with respect to the Company that:SEC Statement or Redeemable Share Classification Changes shall be deemed not material for purposes of this Note Agreement. (ip) such Rollover The Investors acknowledges that no broker or finder is entitled to any brokerage or finder’s fee or commission payable by the Investor has solely in connection with the full legal right, power and authority to deliver sale of the Exchanged Shares Notes to the Company pursuant to Investor based on any arrangement entered into by or on behalf of the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement.

Representations and Warranties of the Investors. The Investors hereby represent and warrant to the Company as follows: (a) In connection with The Investors can bear the transactions contemplated hereby, each Investor represents economic risk of this investment and warrants to the Company and, in the case of the Cash Investor, each other Investor that: can afford a complete loss thereof. The Investors (i) have sufficient liquid assets to pay the Company Securities to be acquired by such Investor pursuant to this Agreement will be acquired full purchase price for such Investor’s own account and not with a view tothe Shares, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws; (ii) have adequate means of providing for its current and presently foreseeable future needs, (iii) have no present need for liquidity of its investment in the Shares, and (iv) will not have an overall commitment to non-marketable investments disproportionate to its net worth. (b) The Investors each qualify as an “accredited investor” as such term is defined under Rule 501 under the Securities Act of 1933, as amended (the “Act”), because such Investor meets at least one of the conditions set forth in Exhibit A hereto. If there is any question as to whether or not the subscribing Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D Investor should seek the independent advice of the Securities Investor’s own counsel. (c) The Investors, and Exchange Commissionsuch other persons whom the Investors have found it necessary or advisable to consult, is sophisticated have sufficient knowledge and experience in business and financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities;and to make an informed investment decision with respect thereto. (iiid) The Investors understand that the issuance of the shares of A Ordinary Stock has not been registered under the Act, or pursuant to the provisions of the securities or other laws of any other applicable jurisdictions. The Investors understand that the A Ordinary Stock is being issued in reliance upon the exemptions for private offerings contained in Regulation D as promulgated under the Act and upon the laws of such Investor other applicable jurisdictions based upon the fact that this issuance of A Ordinary Stock will only be made to a limited number of investors, and acknowledges that any certificate representing shares of the A Ordinary Stock shall bear a legend to such effect. The Investors are fully aware that the reliance on such exemptions for their purchase of the A Ordinary Stock is sophisticated based, in financial matters part, upon its representations, warranties and able to agreements hereto. As the issuance has not been registered under the Act, the Investors are fully aware that (i) they must bear the economic risk of its investment in herein for the Company Securities for an indefinite period of time because which is required by the Company Securities have not been registered under Act, and (ii) their investment in the Securities Act and, therefore, A Ordinary Stock cannot be offered or sold unless the offering is subsequently registered under the Securities Act or an exemption from such registration of the A Ordinary Stock issued hereunder is available;contemplated. The Investors understand that no federal or state agency has passed upon or made any recommendation or endorsement of the A Ordinary Stock. (ive) such Investor has had an opportunity to ask questions and receive answers concerning The undersigned represent that the terms and conditions of the offering of Company Securities and has had full access to such other information concerning the Company funds provided for this investment are funds as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid undersigned have the sole right of management. The Investors understand the meaning and binding obligation of such Investor, enforceable in accordance with its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax legal consequences of the transactions contemplated by the Merger Agreement foregoing representations and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon warranties, which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s are true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached hereto. (b) In connection with as of the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, date hereof and will deliver be true and correct as of the Exchanged date that their purchase of the Shares to subscribed for herein has been accepted by the Company free Company. Each such representation and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to warranty made by the Investors shall survive such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreementpurchase.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated herebyEach Summit Blocker Stockholder, each Investor represents KRG Blocker Stockholder and warrants each Aurora LLC Member (collectively, the “Investors” and each, an “Investor”) hereby makes the following representations and warranties to the Company and, in the case of the Cash ARDX Inc. solely with respect to itself and not with respect to any other Investor, each other Investor that: (i) such Investor owns beneficially and of record the Company Securities equity interests of the Merging Entity set forth on Schedule 1.8(a)(iii) free and clear of all liens, orders, contracts or other encumbrances whatsoever and has full right, power and authority to be acquired vote the equity interests of the Merging Entity held by such Investor pursuant to this Agreement will be acquired for such Investor’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws; (ii) such Investor is an “accredited investor” within the meaning of Rule 501 of (as defined in Regulation D of promulgated under the Securities and Exchange CommissionAct of 1933, is sophisticated in financial matters and is able to evaluate as amended (the risks and benefits of the investment in the Company Securities“Securities Act”)); (iii) such Investor has had (or its respective representatives have had) access to the same kind of information concerning ARDX Inc. that is sophisticated required by Schedule A of the Securities Act, to the extent that ARDX Inc. possesses such information; (iv) such Investor has such knowledge and experience in financial and business matters and able that it is capable of utilizing the information that is available to bear it concerning ARDX Inc. to evaluate the economic risk risks of its investment in ARDX Inc. including the Company risk that it could lose its entire investment in ARDX Inc.; (v) such Investor understands that the shares of ARDX Common Stock to be issued to or received by it as described, as applicable, in Section 1.6(a) and/or Section 1.6(b) (the “Issued Shares”) have not been registered under the Securities Act, the securities laws of any state or the securities laws of any other jurisdiction and that such Issued Shares must be held indefinitely unless the sale or transfer is registered under the Securities Act and such other securities laws or an exemption from registration under the Securities Act and such other securities laws covering the sale or transfer of such Issued Shares is available; (vi) such Investor is purchasing the Issued Shares (other than any Issued Shares intended to be sold in connection with the underwritten initial public offering (the “IPO”) of ARDX Inc.’s Common Stock, par value $0.01 per share) for an indefinite period its own account for investment and not with a view to, or for resale in connection with, a public offering or distribution thereof in violation of time because the Company Securities Act; (vii) such Investor understands that the certificate or certificates representing the Issued Shares (if certificated, and other than any Issued Shares intended to be sold in the IPO) may be impressed with a legend stating that the Issued Shares have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under or state securities laws and setting out or referring to the Securities Act or an exemption from such registration is available; (iv) such Investor has had an opportunity to ask questions restrictions on the transferability and receive answers concerning the terms and conditions resale of the offering of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied;Issued Shares; and (viii) such Investor is not acquiring understands that stop transfer instructions in respect of the Rollover Securities as a result of or subsequent Issued Shares may be issued to any advertisementtransfer agent, article, notice transfer clerk or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented agent at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached hereto. (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement.time acting for ARDX Inc.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated herebyEach Investor, each Investor severally and not jointly, represents and warrants to the Company and, that the statements contained in the case this Article 2 are true and correct as of the Cash Investor, each other Investor that: (i) the Company Securities to be acquired by such Investor pursuant to this Agreement date hereof and will be acquired for such Investor’s own account and not with a view to, or intention of, distribution thereof in violation as of the Securities ActEffective Date, or any applicable state securities laws;except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties are true and correct as of such date). (ii) such 2.1 Investor is an “accredited investor” within the meaning of as defined by Rule 501 of Regulation D under the Securities Act, which is set forth under Appendix II to this Agreement. Investor acknowledges that it has such knowledge and experience in financial and business matters that Investor is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect thereto. Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk and that Investor can bear the economic risk of the acceptance of the Securities, including a total loss of its investment. Investor is experienced in evaluating and investing in early stage or start-up or reorganizing companies such as the Company. Investor acknowledges that the Debtor is currently not in compliance with reporting requirements under the rules of the Securities and Exchange Commission. 2.2 Investor understands that the Shares, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities all underlying securities, have not been registered under the Securities Act on the ground that the issuance thereof is exempt under Section 4(2) of the Act and/or Regulation D as a transaction by an issuer not involving any public offering, and that the statutory basis for the exception claimed would not be present if any of the representations and warranties of Investor contained in this Agreement are untrue, or notwithstanding the Investor’s representations and warranties, the Investor currently intends to acquire any of the Shares for resale upon the occurrence or non-occurrence of some predetermined event. 2.3 Investor is purchasing the Shares solely for its own account, and, thereforein the event that the Investor should acquire any underlying securities, canwill be acquiring such underlying securities solely for its own account, and not be sold unless subsequently registered under for the benefit of any other Person. Investor is acquiring the Shares solely for investment purposes and not with a view to distribution or 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 circumstance, except selling, transferring, or disposing of the Shares, in full compliance with all applicable provisions of the Securities Act or an exemption from such registration is available; (iv) such Investor has had an opportunity to ask questions Act, the rules and receive answers concerning regulations promulgated by the terms and conditions of the offering of Company Securities and has had full access to such other information concerning Exchange Commission thereunder, and applicable state securities laws. Investor understands and acknowledges that an investment in the Company as it has reasonably requested;Shares is not a liquid investment. (v) this Agreement and each of the other agreements contemplated hereby to which such 2.4 Information. Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such confirms that Investor has had the opportunity to consult ask questions of, and receive answers from, the Company or any authorized Person acting on its own tax counsel as behalf concerning the Company and its business, and to obtain any additional information, to the U.S. federal, state, local and foreign tax consequences 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 transactions contemplated information received by Investor. In connection therewith, Investor acknowledges that Investor has had the Merger Agreement opportunity to discuss the Company’s business, management and that neither financial affairs with the Company’s management or any authorized Person acting on its behalf. Investor has received and reviewed all the information concerning the Company nor any other and the Shares, both written and oral, that Investor desires. In determining whether to make this investment, Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such relied solely on Investor’s true own knowledge and correct address, is set forth adjacent to such understanding of the Company and its business based upon Investor’s name on Schedule A attached hereto. (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, own due diligence investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement.. 2.5

Representations and Warranties of the Investors. (a) In connection with Each of the transactions contemplated hereby, each Investor Investors severally represents and warrants to the Company andas follows: 4.1 No Registration Such Investor understands that the Shares (and the Conversion Shares), have not been, and will not be (except pursuant to the Registration Rights Agreement), registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Investor’s representations as expressed herein or otherwise made pursuant hereto. 4.2 Investment Intent Such Investor is acquiring the Shares, and the Conversion Shares, for investment for its own account, not as a nominee or agent (except in the case of the Cash Lead Investor, each other Investor that: (i) which is acquiring the Company Securities to be acquired by such Investor pursuant to this Agreement will be acquired for such Investor’s own account shares as nominee of DBS Bank Ltd.), and not with a the view to, or for resale in connection with, any distribution thereof, and that such Investor has no present intention ofof selling, distribution thereof in violation granting any participation in, or otherwise distributing the same. Such Investor further represents that it does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participation to such person or entity to any third person or entity with respect to any of the Securities Act, Shares or any applicable state the Conversion Shares. 4.3 Investment Experience Such Investor has substantial experience in evaluating and investing in private placement transactions of securities laws; (ii) in companies in the mid to late stage of growth and has such knowledge and experience in financial and business matters so that such Investor is an “accredited investor” within capable of evaluating the meaning of Rule 501 of Regulation D of the Securities merits and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available;Company. (iv) such 4.4 Access to Data Such Investor has had an opportunity to ask questions of, and receive answers from, the officers of the Company concerning the terms Transaction Documents, the exhibits and conditions of the offering of Company Securities schedules attached hereto and has had full access to such other information concerning the Company as it has reasonably requested; (v) this Agreement thereto and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement Transaction Documents, as well as the Company's business, management and financial affairs. Such Investor believes that neither it has received all the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which information such Investor has relied; (viii) such Investor is not acquiring reasonably considers necessary or appropriate for deciding whether to purchase the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or Shares and the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached heretoConversion Shares. (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement.

Representations and Warranties of the Investors. (a) In connection with Each of the transactions contemplated herebyInvestors, each Investor severally and not jointly, represents and warrants to the Company and, in the case as of the Cash Investor, each other Investor thatClosing as follows: (ia) Such Investor is acquiring the Company Securities to for its own account, and the Securities are being or will be acquired by such Investor pursuant to this Agreement will be acquired for such Investor’s own account the purpose of investment and not with a view toto distribution; such Investor agrees that it will not sell or transfer any of the Securities without registration under applicable federal and state securities laws, or intention the availability of exemptions therefrom and acknowledges that all instruments evidencing the Securities will bear a restrictive legend stating that such Securities, as applicable, have not been registered under applicable federal and state securities laws and referring to restrictions on their transferability and sale; (b) Such Investor acknowledges that it currently has, and had immediately prior to its receipt of the offer of sale from the Company, such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of this investment and further acknowledges that it is able to bear the economic risk of an investment in the Securities; (c) Such Investor acknowledges that, during the course of the transactions contemplated by this Agreement and prior to the sale to such Investor of the Notes and the Warrants hereunder, such Investor (i) has had the opportunity to ask questions of, distribution thereof and receive answers from, management of the Company concerning the terms and conditions of this investment, (ii) has had the opportunity to obtain any additional information of the same kind that is specified in violation Rule 502 of Regulation D of the Securities Act, or any applicable state securities laws;that is necessary to verify the accuracy of the other information obtained and (iii) has received such information as it deems necessary to enable it to make its investment decision; and (iid) such Investor is an “accredited investor” within the meaning of Rule 501 501(d) of Regulation D of the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities have not been registered promulgated under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) such Investor has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached heretoAct. (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement.

Representations and Warranties of the Investors. Each Investor hereby represents and warrants to, and confirms the agreement with, the Company, jointly and not severally as follows: (a) In connection with Each Investor is acquiring the transactions contemplated herebyDebentures and the Warrants that comprise the Units (the "SECURITIES") for its own account, each Investor represents and warrants to the Company andnot as nominee or agent, in the case of the Cash Investor, each other Investor that: (i) the Company Securities to be acquired by such Investor pursuant to this Agreement will be acquired for such Investor’s own account investment and not with a view to, or intention offor resale in connection with, any distribution or public offering thereof in violation of the Securities Act, or any applicable state securities laws; (ii) such Investor is an “accredited investor” within the meaning of Rule 501 the Securities Act of Regulation D 1933, as amended (the "SECURITIES ACT"). By executing this Agreement, each Investor further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any such person or to any third person, with respect to the Securities. (b) Each Investor understands that (i) the Securities have not been registered under either the Securities Act or the securities laws of any state of the United States by reason of specific exemptions therefrom, (ii) the Securities must be held by the Investors indefinitely, and, therefore, the Investors must bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act and the securities laws of any applicable state or is exempt from such registrations; (iii) each certificate that represents the Securities will be endorsed with legends as required by the Investors' Rights Agreement; and (iv) the Company will instruct any transfer agent not to register the transfer of any of the Securities unless the conditions specified in the foregoing legend are satisfied. (c) Each Investor has been furnished with such materials and Exchange Commissionhas been given access to such information relating to the Company as such Investor or the Investor's qualified representative has requested. Each Investor has been afforded the opportunity to ask questions regarding the Company and the Securities as it has found necessary to make an informed investment decision. Each Investor has been solely responsible for its own due diligence investigation of the Company and its business, for its own analysis of the merits and risks of its investment made pursuant to this Agreement and for its own analysis of the terms of its investment. (d) Each Investor is sophisticated in a financial matters position to hold the Securities and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk and withstand a complete loss of its the Investor's investment in the Company Securities. Each Investor recognizes that the Securities for an indefinite period involve a high degree of time because risk. Each Investor understands and acknowledges that there can be no assurance that the Company Securities have not been registered under will be able to meet its projected goals and that the Securities Act andCompany will need significant additional capital to be successful, therefore, canwhich capital may not be sold unless subsequently registered available readily. (e) Each Investor acknowledges hereby that it has been advised to obtain and has obtained, to the extent such Investor deems necessary, professional (including legal) advice with respect to the risks inherent in the investment in the Units, the condition of the Company, the suitability of the investment in the Units in light of such Investor's condition and investment needs, and the terms and conditions of this Agreement and documents relating to the investment in the Units. Each Investor, either alone or with the assistance of such professional advisors, is a sophisticated Investor, is able to fend for itself in the transaction contemplated by this Agreement, and has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the prospective investment in the Units. (f) The investment in the Units is suitable for each Investor based upon that Investor's investment objectives and financial needs, and such Investor has adequate net worth and means for providing for its current financial needs and contingencies and has no need for liquidity of the investment with respect to the Units. Each Investor's overall commitments to investments that are illiquid or not readily marketable are not disproportionate to the Investor's net worth, and investment in the Units will not cause such overall commitment to become excessive. (g) Each Investor represents that the Debenture is being acquired for investment and that it will not offer, sell or otherwise dispose of the Debentures or the shares of Common Stock issuable upon conversion thereof except pursuant to registration under the Securities Act or pursuant to an available exemption from such registration is available;and under circumstances which will not result in a violation of the Securities Act or any applicable state Blue Sky or foreign laws or similar laws relating to the sale of securities. Each Investor further agrees that it will not engage in hedging transactions with regard to the Debenture or the shares of Common Stock issuable upon conversion thereof unless in compliance with the Securities Act. Each Investor represents and agrees that neither it, nor any of its affiliates, nor any person acting on its or their behalf has engaged or will engage in any direct selling efforts with respect to the shares of Common Stock. (ivh) such Each Investor also represents and agrees that it has had an opportunity not entered and will not enter into any contractual arrangement with any distributor (as that term is defined by Regulation S) with respect to ask questions and receive answers concerning the terms and conditions distribution of the offering shares of Company Securities and has had full access to such other information concerning Common Stock, except with the prior written consent of the Company. Each Investor acknowledges that the Company as is not obligated to take any action that will permit the offer or sale of the shares of Common Stock or the distribution of any offering memorandum or any other offering material relating to the shares in any non-U.S. jurisdiction where action for that purpose is required and the Company will have no responsibility with respect to the right of any person to offer or sell shares or distribute any offering memorandum or any other offering material relating to the shares in any non-U.S. jurisdiction. Each Investor represents and agrees that it has reasonably requested;will obtain any consent, approval or authorization required for it to offer or sell shares of Common Stock, or to distribute any offering memorandum or any other offering material relating to the shares, under the law or regulations of any jurisdiction where it proposes to make offers or sales of shares, or to distribute any offering memorandum or any other offering material relating to the shares. (vi) The execution, delivery, and performance by each Investor of this Agreement and each other Transaction Document have been duly authorized by all necessary actions of the each Investor. Each Investor has duly and validly executed and delivered this Agreement and each other agreements contemplated hereby to which such Investor is Transaction Document, and this Agreement and each other Transaction Document constitutes a party constitutes (or will constitute) the legalvalid, valid binding, and binding enforceable obligation of such Investor, enforceable each Investor in accordance with its terms, except as such enforceability may be limited by bankruptcy lawsbankruptcy, other insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity affecting the availability of specific performance and other equitable remedies; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached heretoprinciples. (bj) In connection with Accredited Investor. Each Investor is an "accredited investor" as defined in Regulation D promulgated under the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this AgreementSecurities Act.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated hereby, each Each Investor hereby represents and warrants to the Company and, in the case of the Cash Investor, each other Investor thatas follows: (ia) Such person has received and carefully reviewed the SEC Reports and documents referred to in Section 8 hereof. (b) He has had reasonable opportunity to ask questions of and receive answers from the management of the Company Securities concerning the Company, its proposed business and the Loan, and all such questions, if any, have been answered to be acquired by the full satisfaction of such Investor. (c) Has such knowledge and expertise in financial and business matters that such Investor pursuant to this Agreement will be acquired for is capable of evaluating the merits and risks involved in an investment in the Notes, the Class A Warrants and the Warrant Shares, as such Investor’s own account and not with a view to, or intention of, distribution thereof latter term is defined in violation the Class A Warrants. (d) Acknowledges that the Company has determined that the exemption from the registration provisions of the Securities Act of 1933, as amended, ("Securities Act") for the issue of the Note, the Class A Warrants and the Warrant Shares upon exercise of the Class A Warrants is based upon, in part, the representations, warranties and agreements made by each Investor herein. (e) Except as set forth in the documents described in Section 8 hereof, no representations or warranties have been made to an Investor by the Company or any applicable state securities laws;agent, employee or affiliate of the Company and in entering into this Loan Agreement, each Investor acknowledges that he or it has not relied on any information, other than that contained in the documents delivered to him or it by the Company and the results of independent investigations, if any, made by such Investor. (iif) such Each Investor is an “accredited investor” within understands that the meaning of Rule 501 of Regulation D of Note, the Securities Class A Warrants and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities Warrant Shares have not been registered under the Securities Act andor the Securities Laws of any state, thereforebased upon an exemption from such registration requirements for non-public offerings to "Accredited Investors." (g) That he or it has been advised that: (i) The Notes, canthe Class Warrants and the Warrant Shares are "Restricted Securities" as said term is defined in Rule 144 of the Rules of Regulations promulgated under the Securities Act; (ii) The Notes, the Class A Warrants and the Warrant Shares may not be sold or otherwise transferred unless subsequently they have first been registered under the Securities Act and all applicable State Securities Laws, unless exemption from such registration provisions are available with respect to said resale or transfer; (iii) Other than as set forth in the Class A Warrants, the Company is under no obligation to register the Class A Warrants or the Warrant Shares under the Securities Act or any State Securities Laws or to take any action to make an exemption from such registration is provisions available; (iv) such Investor has had an opportunity The Class A Warrants and the certificates that will evidence the Warrant Shares will bear a legend to ask questions and receive answers concerning the terms and conditions effect that the transfer of the offering of Company Securities and has had full access same is subject to such other information concerning the Company as it has reasonably requested;provisions hereof; and (v) this Agreement and each Stop transfer instructions will be placed with the transfer agent for the Common Stock of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached heretoCompany. (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement.

Representations and Warranties of the Investors. The Investors represent and warrant to the Company as follows: (a) In connection with the transactions contemplated hereby, each Investor represents The Series B Preferred Stock and warrants to the Company and, in the case of the Cash Investor, each other Investor that: (i) the Company Securities to be acquired by such Investor pursuant to this Agreement will be acquired Conversion Shares are being purchased for investment for such Investor’s 's own account and not with a the view to, or intention offor resale in connection with, any distribution thereof in violation of or public offering thereof. Each Investor understands that neither the Securities ActSeries B Preferred Stock, or any applicable state securities laws; (ii) such Investor is an “accredited investor” within nor the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities Conversion Shares have not been registered under the Securities Act andor any state securities laws by reason of their contemplated issuance in transactions exempt from the registration requirements of the Securities Act and applicable state securities laws and that the reliance of the Company and others upon these exemptions is predicated in part upon this representation by the Investors. The Investors further understand that neither the Series B Preferred Stock, therefore, cannot nor the Conversion Shares may be sold unless subsequently registered transferred or resold without registration under the Securities Act and any applicable state securities laws, or pursuant to an exemption from such registration is available;the requirements of the Securities Act and applicable state securities laws. (ivb) Each Investor's principal place of business is located at the address set forth on Schedule A. Each Investor qualifies as an "accredited investor," as defined in Rule 501 of Regulation D under the Securities Act. Each Investor acknowledges that the Company has made available to such Investor has had an at a reasonable time prior to the execution of this Agreement the opportunity to ask questions and receive answers concerning the business, operations and financial condition of the Company and the terms and conditions of the offering sale of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; (v) securities contemplated by this Agreement and each to obtain any additional information requested by such Investor. Each Investor is able to bear the loss of its entire investment in the Series B Preferred Stock and the Conversion Shares and has such knowledge and experience of financial and business matters that he is capable of evaluating the merits and risks of the investment to be made pursuant to this Agreement. However, neither the foregoing nor any other agreements contemplated hereby to which due diligence investigation conducted by such Investor or on its behalf shall limit, modify or affect the representations and warranties of the Company set forth in Section 4 of this Agreement or the right of such Investor to rely thereon. (c) This Agreement has been duly authorized by all necessary action on the part of each Investor, has been duly executed and delivered by such Investor and is a party constitutes (or will constitute) the legal, valid and binding obligation agreement of such Investor, enforceable in accordance with its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached hereto. (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement.

Representations and Warranties of the Investors. Each of the Investors, severally and not jointly, represents and warrants as follows: (a) In connection with Such Investor confirms that it has full power and authority and has taken all required action necessary to permit it to execute and deliver and to carry out the transactions contemplated hereby, each terms of this Agreement and the other Transaction Documents to which it is a party. (b) Such Investor represents that it is such Investor’s present intention to acquire its Note and warrants to the Company andBridge Warrant, in the case of the Cash Investorif applicable, each other Investor that: (i) the Company Securities to for its own account and that such Note and Bridge Warrant, if applicable, are being or will be acquired by such Investor pursuant to this Agreement will be acquired it for such Investor’s own account the purpose of investment and not with a view toto distribution. Such Investor agrees that it will not sell or transfer its Note and Bridge Warrant, or intention ofif applicable, distribution thereof in violation of the Securities Act, or any without registration under applicable federal and state securities laws;, or the availability of exemptions therefrom. Such Investor agrees that the Note and Bridge Warrant, if applicable, will bear a restrictive legend stating that Note and Bridge Warrant, if applicable, have not been registered under applicable federal and state securities laws and referring to restrictions on their transferability and sale. (iic) such Such Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D acknowledges that it currently has, and had immediately prior to its receipt of the Securities offer of sale from the Company, such knowledge and Exchange Commission, is sophisticated experience in financial and business matters that it is capable of evaluating the merits and risks of this investment and further acknowledges that it is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in this investment. During the Company Securities for an indefinite period course of time because this transaction and prior to the Company Securities have not been registered under sale to the Securities Act andInvestors of the Notes and Bridge Warrants, thereforeif applicable, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) hereunder, such Investor acknowledges that it has had an the opportunity to ask questions of, and receive answers from, management of the Company concerning the terms and conditions of this investment and to obtain any additional information of the offering same kind that is specified in Rule 502 of Company Regulation D of the Securities and has had full access Act, or that is necessary to such other information concerning verify the Company as it has reasonably requested; (v) this Agreement and each accuracy of the other agreements contemplated hereby information obtained. Such Investor acknowledges that it has received such information as it deems necessary to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with enable it to make its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached heretoinvestment decision. (bd) In connection with the transactions contemplated hereby, each Rollover Such Investor represents that it is an “accredited investor” as defined by the rules and warrants to regulations of the Company that: (i) such Rollover Investor has the full legal right, power Securities and authority to deliver the Exchanged Shares to the Company Exchange Commission pursuant to the terms hereof;Securities Act. (iie) such Rollover Each Investor owns beneficially and of record maintains its permanent domicile in the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests state or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement.country set forth below its name in Schedule I.

Representations and Warranties of the Investors. The Investors hereby represent and warrant to the Company, and acknowledge that the Company is entering into this Agreement in reliance thereon, as follows: 4.1 This Agreement, when executed and delivered by the Investors, will constitute a valid, binding, and enforceable obligation of each of the Investors. 4.2 Each Investors is a “US accredited investor (aa “US person”), as that term is defined in Regulation §230.501 under Securities Act of 1933, as amended; (the “Securities Act”) In and has such business and financial experience as is required to protect its own interests in connection with its decision to enter this Agreement. 4.3 The Investor understands, acknowledge and agree that the transactions contemplated hereby, each Investor represents Warrant Shares and warrants to the Company and, Loan Shares (as defined in the case of the Cash Investor, each other Investor that: (i) the Company Securities to be acquired by such Investor pursuant to this Agreement will be acquired for such Investor’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws; (ii) such Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities have Section 3.6)have not been registered under the Securities Act and, therefore, canand may not be offered or sold in the United States or to U.S. persons unless subsequently such shares are registered under the Securities Act and applicable state securities laws, or an exemption from the registration requirements of the Securities Act and such state securities laws is available. The Investors understand that the certificate evidencing the Warrant Shares and the Loan Shares will be imprinted with a legend in substantially the following form: “The Shares represented by this Certificate have not been registered under the United States Securities Act of 1933. The Shares have been acquired for investment and may not be sold, transferred or assigned in the absence of an effective registration statement for these Shares under the United States Securities Act of 1933, or an opinion of NUR Macroprinters Ltd’s counsel, that registration is available;not required under the said Act.” (iv) such Investor has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, 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; (vi) the execution, delivery and performance 4.4 The execution of this Agreement does not, and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences consummation of the transactions contemplated hereby and compliance by the Merger Agreement and that neither Investors with the Company nor provisions hereof, will not (i) result in any other Investor has made any representations regarding such tax consequences conflict with, breach of, or benefits upon which such Investor has relied; default (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent give rise to any advertisementright of termination, articlecancellation or acceleration or the loss of any benefit) under any of the terms, notice conditions or provisions of any material agreement, permit or other communication published instrument or obligation to which the Investors are a party, or by which the Investors or any of their properties or assets may be bound or (ii) violate any law or order applicable to them or any of their properties or assets having an adverse material effect on the Investors. No consent or approval by any governmental authority is required in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached hereto. (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to execution by the Company that: (i) such Rollover Investor has Investors of this Agreement or the full legal right, power and authority to deliver consummation by the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and Investors of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated hereby except for such actions, consents or approvals as will be obtained as of the Closing. 4.5 The Investor understands and acknowledges that the participation at the Closing by any party defined by the Israeli Companies Law, 5759-1999 (the “Law”) as a controlling shareholder of the Company (“Controlling Shareholder”) shall require the approval of the Shareholders of the Company by a special majority as more particularly set out in the Law and that without such approval a Controlling Shareholder will be prohibited from participating as herein set forth. 4.6 Each representation and warranty herein is deemed to be made on the date of this Agreement, and shall survive and remain in full force and effect at the Closing.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated herebyEach Investor, each Investor severally, and not jointly, represents and warrants to the Company andthat, in the case as of the Cash Investor, each other date of the Initial Closing at which such Investor thatis making a Loan: (i) the Company Securities to be acquired by such Investor pursuant to this Agreement will be acquired for such Investor’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws; (iia) such Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and, if such Investor is not an individual Person, either (i) it was not organized for the specific purpose of acquiring the Securities it is acquiring, or (ii) each Person who has invested in such Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act; (b) such Investor has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Securities and Exchange Commission, is sophisticated in financial matters and is Company’s stage of development so as to be able to evaluate the risks and benefits merits of the such Investor’s investment in the Company Securitiesand such Investor is able financially to bear the risks thereof; (iiic) the Securities being acquired by such Investor are being acquired for such Investor’s own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; (d) such Investor is sophisticated in financial matters and able to bear understands that (i) the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities have not been registered under the Securities Act andby reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 505 or 506 promulgated under the Securities Act, therefore, cannot (ii) the Securities must be sold held indefinitely unless subsequently a subsequent disposition thereof is registered under the Securities Act or an exemption is exempt from such registration is availableregistration, (iii) the Securities will bear a legend to such effect, and (iv) the Company will make a notation on its transfer books to such effect; (ive) such Investor believes that he, she, or it has received all the information that such Investor considers necessary or appropriate for deciding whether to acquire the Securities it is acquiring hereunder, and that such Investor has had an opportunity to ask questions and receive answers concerning from the Company regarding the terms and conditions of the offering of Company the Securities and has had full access the business, properties, prospects, and financial condition of the Company and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to such other information concerning the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby Investor or to which such Investor is a party constitutes had access; provided, however, that the foregoing does not limit or modify the representations and warranties of the Company in Article 3 of this Agreement or the right of the Investors to rely thereon; (or will constitutef) in determining to acquire the legalSecurities being acquired by such Investor hereunder, valid and binding obligation such Investor has relied solely upon the advice of such Investor’s legal counsel and accountants or other financial advisors with respect to the financial, enforceable tax, and other considerations relating to the acquisition of such Securities; (g) no person has or will have, as a result of the transactions contemplated by this Agreement, any right, interest, or valid claim against or upon such Investor or the Company for any commission, fee, or other compensation as a finder or broker because of any act or omission of such Investor or any agent for such Investor; (h) such Investor has full power and authority to enter into and to perform this Agreement in accordance with its terms, 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; (vii) the executionexecution and delivery of, delivery and performance of the transactions contemplated by, this Agreement and each of or the other agreements contemplated hereby by such Investor does Transaction Documents is not and in conflict with or will not conflict with, violate or cause a result in any material breach of any terms, conditions, or provisions of, or constitute a material default under, such Investor’s corporate charter, limited partnership agreement, contract or other organizational document, as applicable, or any indenture, lease, agreement, order, judgment, or other instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meetingparty; and (ixj) such Investor’s true and correct addressno Investor nor the respective controlling persons, is set forth adjacent officers, directors, partners, agents, or employees of any Investor shall be liable to such Investor’s name on Schedule A attached hereto. (b) In any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the transactions contemplated hereby, each Rollover Investor represents execution of the Transaction Documents and warrants to the Company that: (i) such Rollover Investor has purchase of the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this AgreementSecurities.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated herebyEach Investor, each Investor severally, and not jointly, represents and warrants to the Company andthat, in the case as of the Cash Investor, each other Investor thatdate hereof: (i) the Company Securities to be acquired by such Investor pursuant to this Agreement will be acquired for such Investor’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws; (iia) such Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and, if such Investor is not an individual Person, either (i) it was not organized for the specific purpose of acquiring the Securities, or (ii) each person who has invested in the Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act; (b) such Investor has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Securities and Exchange Commission, is sophisticated in financial matters and is Company’s stage of development so as to be able to evaluate the risks and benefits merits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of his, her, or its investment in the Company and he, she, or it is able financially to bear the risks thereof; (c) the Securities being acquired by such Investor are being acquired for an indefinite period such Investor’s own account for the purpose of time because investment and not with a view to or for sale in connection with any distribution thereof; (d) such Investor understands that (i) the Company Securities have not been registered under the Securities Act andby reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 505 or 506 promulgated under the Securities Act, therefore, cannot (ii) the Securities must be sold held indefinitely unless subsequently a subsequent disposition thereof is registered under the Securities Act or an exemption is exempt from such registration is availableregistration, (iii) the Securities will bear a legend to such effect, and (iv) the Company will make a notation on its transfer books to such effect; (ive) such Investor believes that he, she, or it has received all the information that such Investor considers necessary or appropriate for deciding whether to acquire the Securities, and that such Investor has had an opportunity to ask questions and receive answers concerning from the Company regarding the terms and conditions of the offering of Company the Securities and has had full access the business, properties, prospects, and financial condition of the Company and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to such other information concerning the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby Investor or to which such Investor is a party constitutes had access; provided, however, that the foregoing does not limit or modify the representations and warranties of the Company in Article 3 of this Agreement or the right of the Investors to rely thereon; (f) in determining to acquire the Securities, such Investor has relied solely upon the advice of the Investor’s legal counsel and accountants or other financial advisors with respect to the financial, tax, and other considerations relating to the acquisition of the Securities; (g) no person has or will constitute) have, as a result of the legaltransactions contemplated by this Agreement, any right, interest, or valid and binding obligation claim against or upon such Investor or the Company for any commission, fee, or other compensation as a finder or broker because of any act or omission of such Investor or any agent for such Investor, enforceable ; (h) such Investor has full corporate or other power and authority to enter into and to perform this Agreement in accordance with its terms, 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; (vii) the executionexecution and delivery of, delivery and performance of the transactions contemplated by, this Agreement and each of the other agreements contemplated hereby by such Investor does is not and in conflict with or will not conflict with, violate or cause a result in any material breach of any terms, conditions, or provisions of, or constitute a material default under, its corporate charter, limited partnership agreement, contract or other organizational document, as applicable, or any indenture, lease, agreement, order, judgment, or other instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meetingparty; and (ixj) such Investor’s true and correct addresseach Investor agrees that no Investor nor the respective controlling persons, is set forth adjacent officers, directors, partners, agents, or employees of any Investor shall be liable to such Investor’s name on Schedule A attached hereto. (b) In any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the transactions contemplated hereby, each Rollover Investor represents execution of the Transaction Documents and warrants to the Company that: (i) such Rollover Investor has purchase of the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this AgreementSecurities.

Representations and Warranties of the Investors. (a) In connection with Each of the transactions contemplated hereby, each Investor Investors severally represents and warrants to the Company and, in the case of the Cash Investor, each other Investor thatas to itself as follows: (ia) It is acquiring the Company Securities to be acquired by such Investor pursuant to this Agreement will be acquired Shares for such Investor’s its own account for investment and not with a view totowards the resale, transfer or distribution thereof, nor with any present intention ofof distributing the Shares, distribution thereof in violation but subject, nevertheless, to any requirement of law that the disposition of the Investors' property shall at all times be within the Investors' control, and without prejudice to the Investors' right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the Securities Act or under an exemption from said registration available under the Securities Act, or any applicable state securities laws;. (iib) It has full power and legal right to execute and deliver this Agreement and to perform its obligations hereunder. (c) It has taken all action necessary for the authorization, execution, delivery, and performance of this Agreement and its obligations hereunder, and, upon execution and delivery by the Company, this Agreement shall constitute the valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity. (d) There are no claims for brokerage commissions or finder's fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement made by or on behalf of such Investor and such Investor agrees to indemnify and hold the Company harmless against any costs or damages incurred as a result of any such claim. (e) It has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bear the economic risk of such investment for an indefinite period of time. It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of this Agreement and the purchase of the Shares contemplated hereby. (f) It is an “"accredited investor” " within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities have not been registered promulgated under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) such Investor has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached heretoAct. (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement.

Representations and Warranties of the Investors. (a) In connection with Each of the transactions contemplated hereby, each Investor Investors severally represents and warrants to the Company and, in the case of the Cash Investor, each other Investor thatas follows: (ia) It is acquiring the Company Securities to be acquired by such Investor pursuant to this Agreement Shares and the Warrants (and will be acquired acquire the Warrant Shares) for such Investor’s its own account for investment and not with a view totowards the resale, transfer or distribution thereof, nor with any present intention ofof distributing the Shares or the Warrants (or the Warrant Shares), distribution thereof in violation but subject, nevertheless, to any requirement of law that the disposition of the Securities ActInvestors' property shall at all times be within the Investors' control, and without prejudice to the Investors' right at all times to sell or otherwise dispose of all or any applicable state part of such securities laws; (ii) such Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered a registration under the Securities Act or under an exemption from such said registration is available;available under the Securities Act. (ivb) such Investor It has had an opportunity full power and legal right to ask questions execute and receive answers concerning the terms and conditions of the offering of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; (v) deliver this Agreement and each to perform its obligations hereunder. (c) It has taken all action necessary for the authorization, execution, delivery, and performance of this Agreement and its obligations hereunder, and, upon execution and delivery by the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) Company, this Agreement shall constitute the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except as enforceability that such enforcement may be limited by bankruptcy lawsbankruptcy, insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached heretoequity. (bd) In There are no claims for brokerage commissions or finder's fees or similar compensation in connection with the transactions contemplated hereby, each Rollover by this Agreement based on any arrangement made by or on behalf of such Investor represents and warrants such Investor agrees to indemnify and hold the Company that:harmless against any costs or damages incurred as a result of any such claim. (ie) It has such Rollover Investor has knowledge and experience in financial and business matters that it is capable of evaluating the full legal right, power merits and authority to deliver the Exchanged Shares to risks of its investment in the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions as contemplated by this Agreement, and is able to bear the economic risk of such investment for an indefinite period of time. It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of this Agreement and the purchase of the Shares, the Warrants and the Warrant Shares contemplated hereby.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated herebyEach Investor, each Investor severally and not jointly, represents and warrants to the Company and, that the statements contained in the case this Article 3 are true and correct with respect to such Investor as of the Cash InvestorClosing Date, each except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties are true and correct as of such other Investor that:specified date). (i) the Company Securities to be acquired by such Investor pursuant to this Agreement will be acquired for such Investor’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws; (ii) such 3.1 Such Investor is an “accredited investor” within the meaning of as defined by Rule 501 of Regulation D of the Securities D, and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters capable of evaluating the merits and able to bear the economic risk risks of its investment in the Company Securities for an indefinite period of time because Notes and has the Company Securities ability and capacity to protect its interests. 3.2 Such Investor understands that, except as provided in the Registration Rights Agreement, the Notes and the Note Shares have not been registered under the Securities Act on the ground that the issuance thereof is exempt under Section 4(a)(2) of the Act and/or Regulation D as a transaction by an issuer not involving any public offering and that, in the view of the Commission, the statutory basis for the exception claimed would not be present if any of the representations and warranties of such Investor contained in this Agreement are untrue or, notwithstanding such Investor’s representations and warranties, such Investor currently has in mind acquiring any of the Notes for resale upon the occurrence or non-occurrence of some predetermined event. 3.3 Such Investor is purchasing or acquiring by exchange the Notes and, thereforein the event that such Investor should acquire any Note Shares, canwill be acquiring such Note Shares as principal for its own account, and not be sold unless subsequently registered under for the Securities Act benefit of any other Person, for investment purposes and not with a view to distribution or 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 circumstance, except selling, transferring, or disposing of the Notes and Note Shares, as applicable, in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an exemption from such registration investment in the Notes and Note Shares is available;not a liquid investment. (iv) 3.4 Such Investor confirms that such Investor has had an the opportunity to ask questions of, and receive answers from, the Company or any authorized Person acting on its behalf concerning the terms Company and conditions 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 offering of Company Securities and information received by such Investor. In connection therewith, such Investor acknowledges that such Investor has had full access the opportunity to such other discuss the Company’s business, management and financial affairs with the Company’s management or any authorized Person acting on its behalf. Such Investor has received and reviewed all the information concerning the Company as it and the Notes, both written and oral, that such Investor desires. Without limiting the generality of the foregoing, such Investor has reasonably requested;been furnished with or has had the opportunity to acquire, and to review all information, both written and oral, that such Investor desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, such Investor has relied solely on such Investor’s own knowledge and understanding of the Company and its business based upon such Investor’s own due diligence investigations and the Company’s filings with the Commission. (v) 3.5 Such Investor has all requisite legal and other power and authority to execute and deliver this Agreement and each to carry out and perform its obligations under the terms of the other agreements contemplated hereby to which such Investor is this Agreement. This Agreement constitutes a party constitutes (or will constitute) the legal, valid and legally binding obligation of such Investor, Investor enforceable in accordance with its terms, except subject, as enforceability may be limited by bankruptcy lawsto enforcement, to bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity affecting principles. 3.6 Such Investor has carefully considered and has discussed with its legal, tax, accounting and financial advisors, to the availability of specific performance and other equitable remedies; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) extent such Investor has had deemed necessary, the opportunity to consult its own tax counsel as to suitability of this investment and the U.S. transactions contemplated by this Agreement for such Investor’s particular federal, state, provincial, local and foreign tax consequences of and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for such Investor. Such Investor understands that it (and not the Merger Agreement and Company) shall be responsible for such Investor’s own tax liability that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities may arise as a result of the investment in the Notes or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached hereto. (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement, except as provided in Section 7.2(c). 3.7 Such Investor acknowledges that an investment in the Notes is speculative and involves a high degree of risk and that such Investor can bear the economic risk of the acceptance of the Notes, including a total loss of its investment. Such Investor recognizes and understands that no federal, state, provincial or foreign agency has recommended or endorsed the purchase of the Notes. Such Investor acknowledges that it has such knowledge and experience in financial and business matters that such Investor is capable of evaluating the merits and risks of an investment in the Notes and of making an informed investment decision with respect thereto. 3.8 The principal place of business of such Investor is correctly set forth below such Investor’s name on the signature page hereto.

Representations and Warranties of the Investors. Each Investor, severally and not jointly, represents and warrants about itself to the Company as follows: 6.1 Such Investor is acquiring the Note in the amount set forth opposite its name on Schedule 2(b), the Warrant, the Common Stock to be issued upon exercise of the Warrant and the Common Stock to be issued upon conversion of the Note solely for its own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act. 6.2 Such Investor understands that the Note, the Warrant, the Common Stock to be issued upon exercise of the Warrant and the Common Stock to be issued upon conversion of the Note have not been registered or qualified under the Securities Act or any state securities laws, by reason of their issuance and sale in transactions exempt from the registration or qualification requirements of the Securities Act and applicable state securities laws. Such Investor acknowledges that reliance on said exemptions is predicated in part on the accuracy of its representations and warranties herein. Such Investor acknowledges and agrees that the Note, the Warrant, the Common Stock to be issued upon exercise of the Warrant and the Common Stock to be issued upon conversion of the Note, must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities laws or is exempt from registration; and that, except as required herein, the Company is not required so to register or qualify any such securities or to take any action to make such an exemption available except to the extent provided herein. 6.3 Such Investor further understands that the exemption from registration afforded by Rules 144 and 144A (athe provisions of which are known to it) In connection with issued under the transactions contemplated herebySecurities Act depends on the satisfaction of various conditions and that, each if applicable, Rules 144 and 144A afford the basis for sales under certain circumstances only in limited amounts. 6.4 Such Investor represents and warrants to the Company andthat it will not Transfer the Note, the Warrant, the Common Stock to be issued upon exercise of the Warrant and/or the Common Stock to be issued upon conversion of the Note, except in accordance with the terms of this Agreement, the Note and the Warrant, as the case of the Cash Investormay be, each other Investor that: (i) the Company Securities to be acquired by such Investor pursuant to this Agreement will be acquired for such Investor’s own account and not in compliance with a view to, or intention of, distribution thereof in violation of the Securities Act, or any Act and applicable state securities laws; (ii) such . The parties acknowledge that each Institutional Investor is an “accredited investor” within may transfer the meaning of Rule 501 of Regulation D Note, the Warrant, the Common Stock to be issued upon exercise of the Securities and Exchange Commission, is sophisticated in financial matters and is able Warrants or the Common Stock to evaluate the risks and benefits be issued upon conversion of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able Note to bear the economic risk one or more of its investment in the Company Securities partners or a trust established for an indefinite period of time because the Company Securities have not been registered under their benefit, subject to compliance with the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) such Investor has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy applicable state securities laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached hereto. (b) In connection with the transactions contemplated hereby, each Rollover 6.5 Such Investor represents and warrants to the Company that: that (i) it has such Rollover knowledge and experience in financial and business matters as is necessary to enable it to evaluate the merits and risks of an investment in the Company and is not utilizing any other person to be its purchaser representative in connection with evaluating such merits and risks; (ii) it has no present need for liquidity in its investment in the Company and is able to bear the risk of that investment for an indefinite period and to afford a complete loss thereof, and (iii) it was not formed for the specific purpose of making an investment in the Company. 6.6 Such Investor has the full legal right, power represents and authority to deliver the Exchanged Shares warrants to the Company pursuant that it is qualified as an "accredited investor" as defined in Rule 502 promulgated under the Securities Act of 1933. 6.7 Such Investor acknowledges that it has been provided with and has been furnished with all information it has requested from the Company and has had an opportunity to review all of the terms hereof;books and records of the Company and to discuss with management of the Company all of the business and financial affairs of the Company. (ii) 6.8 Such Investor represents and acknowledges that it has received a copy of the documents and items on the data room diskette delivered to such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kindInvestor, and will deliver it has had the Exchanged Shares opportunity to ask questions of and to receive answers from the Company free concerning, and clear to review all books and records of all mortgagesthe Company and to obtain additional information regarding, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, the Company and such documents and items to such Rollover Investor’s knowledge's satisfaction, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor has in fact asked all such questions, received such answers and obtained such information to consummate the transactions contemplated by this Agreementsuch Investor's satisfaction.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated herebyBy executing this Agreement, each Investor represents of the Investors severally makes the following representations and warrants warranties to the Company andas to such Investor, with the intent and understanding that the Company will rely thereon: 3.1 THE INVESTOR ACKNOWLEDGES THAT THE STOCK AND WARRANTS ISSUED HEREUNDER, AND ANY COMMON STOCK ACQUIRED UPON CONVERSION OF THE STOCK OR EXERCISE OF THE WARRANTS, HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC"). 3.1 The Investor acknowledges that the Stock and the Warrants are being issued hereunder in reliance on an exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended (the "Act"). The exemption under the Act depends, in part, on the case investment experience and qualifications of the Cash Investor, each other Investor that: (i) prospective investors. The Stock and the Company Securities to be acquired by such Investor pursuant to this Agreement Warrants will be acquired for such Investor’s own account investment and not with a view toto distribution or resale. The Stock and the Warrants must, or intention ofin fact, distribution thereof in violation be held indefinitely unless the Stock, the Warrants and any Common Stock issuable upon conversion of the Securities Act, Stock or exercise of the Warrants is registered under the Act or any applicable state securities laws; (ii) such Investor laws or there is an “accredited investor” within applicable exemption from registration (in which case the meaning undersigned will be required to provide the Corporation with an opinion of counsel that registration is not required). 3.2 Each of the Investors is an Accredited Investor (as that term is defined in Rule 501(a) promulgated under the Act.) Each of the Investors has received and carefully read the Offering Materials attached hereto as Exhibit "2.6". 3.3 Each of the Investors have each based the decision to purchase the Stock and the Warrants on the information contained in this Agreement and the Offering Materials and no Investor has been furnished with any other offering literature or prospectus. 3.4 Each of the Investors acknowledges that he or she has read, understood and is familiar with the Risk Factors contained in the Offering Materials, is familiar with the nature of risks attending investments of this type, and has determined that the purchase of the Stock and the Warrants is consistent with Investor's investment objectives. 3.5 Each of the Investors acknowledges that he or she has been given the opportunity to ask questions of, and receive answers from, representatives of the Company regarding the business and current plans of the Company, and to inspect such documents and obtain any additional information as each of the Investors has required so as more fully to understand the nature of the investment and to verify the accuracy of the information supplied to such Investor. Each of the Investors acknowledges that, except as set forth herein, no representations or warranties have been made to the Investors, or to Investors' advisors or representatives, by the Company or others with respect to the business of the Company and its respective financial condition. 3.6 Each of the Investors is at least 21 years of age. Each of the Investors maintains his or her domicile at the address shown on Exhibit 1.1(B) of this Agreement. 3.7 Each of the Investors can bear the economic risks of this investment and can afford the loss of his or her entire investment in the Stock and the Warrants. Each of the Investors has adequate means of providing for such Investor's current needs and possible personal contingencies, and has no present or anticipated need for liquidity of the Stock and/or Warrants to be issued hereunder. The purchase of the Stock and the Warrants by the Investors is reasonable in relation to such Investor's net worth and financial needs. 3.8 Each of the Investors understands that the purchase price of the Stock and the Warrants have been determined by the Company and not by an independent accountant or auditor; and that no assurances have been given about any increase in value, if any, of the Stock and/or Warrants. 3.9 Each of the Investors has in his or her own right, or together with his or her Purchaser Representative (as that term is defined in Rule 501 of Regulation D of promulgated under the Securities Act), such knowledge and Exchange Commissionexperience in financial, is sophisticated in financial tax and business matters and is able that will enable him or her to evaluate the merits and risks and benefits of the investment in purchase of the Stock and the Warrants and make an informed decision with respect thereto. 3.10 Each of the Investors understands that the purchase of the Stock and the Warrants has not been passed upon, nor have the merits of this exchange been endorsed or approved by, any state or federal authorities. 3.11 Each of the Investors recognizes that the Company Securities;has limited financial or operating history and that the purchase of the Stock and the Warrants involves significant risks. 3.12 Each of the Investors recognizes that the certificates representing the Stock, the Warrants and any Common Stock issuable upon conversion of the Stock or exercise of the Warrants will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (iiiTHE "ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR, UNLESS, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, OR TRANSFER IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT AND SUCH LAWS. The certificates for shares of the Stock, the Warrants, and any Common Stock issued upon conversion of the Stock or upon exercise of the Warrants shall also bear any legend required by any applicable state securities law. In addition, the Company shall make a notation regarding the restrictions on transfer of the Stock (and any Common Stock issued on conversion thereof) and the Warrants (and any Common Stock issued upon exercise thereof) in its stockbooks, and shares of the Stock (and any Common Stock issued on conversion thereof) shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the 1933 Act covering such shares or an exemption therefrom if available. 3.13 Each of the Investors understands that such Investor is sophisticated in financial matters and able to must bear the economic risk of its investment in purchasing the Company Securities Stock and the Warrants for an indefinite period period. Each of time because the Company Securities Investors has been advised and is aware that neither the Stock, the Warrants, nor any Common Stock issuable upon conversion of the Stock or exercise of the Warrants have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and, therefore, cannot be sold -- AND EACH OF THE INVESTORS AGREES NOT TO SELL OR OTHERWISE DISPOSE OF ANY SUCH SECURITIES ACQUIRED BY SUCH INVESTOR -- unless such securities are subsequently registered under the Securities Act and such state securities laws as are applicable or an exemption unless there are available exemptions from such registration that are supported by an opinion of counsel for such Investor, which opinion is available;satisfactory to the Company. (iv) such Investor has had an opportunity to ask questions and receive answers concerning the terms and conditions 3.14 Each of the offering Investors understands the meaning and legal consequences of Company Securities the foregoing representations and has had full access to such other information concerning warranties. Each of the Company as it has reasonably requested; (v) this Agreement and Investor certifies that each of the other agreements contemplated hereby to which such Investor representations and warranties set forth in this Section 3 is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to as of the date hereof and shall survive such Investor’s name on Schedule A attached heretodate. (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated hereby, each Investor represents and warrants to the Company and, in the case Each of the Cash Investor, each other Investor that: (i) the Company Securities to be acquired by such Investor pursuant to this Agreement will be acquired for such Investor’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws; (ii) such Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) such Investor has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached hereto. (b) In connection with the transactions contemplated hereby, each Rollover Investor Investors severally represents and warrants to the Company that: (ia) such Rollover It is an "accredited investor" for purposes of Regulation D under the Securities Act and that it is acquiring the Investor Securities at the Closing for investment for its own account, and not with a view to selling or otherwise distributing the Investor Securities in violation of the Securities Act; PROVIDED, HOWEVER, that nothing shall prevent the Investors from transferring the Investor Securities in compliance with this Section 6; and PROVIDED, FURTHER, that the disposition of the Investors' property shall at all times remain in the Investors' control. (b) It has the full legal right, power sufficient knowledge and authority to deliver the Exchanged Shares experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof. (c) It has had an opportunity to discuss the Company, business, management and financial affairs with the Company's management and has received (or had made available to it) any financial and business documents requested by it. (d) It understands that (i) the shares of Investor Securities purchased by it have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to section 4(2) thereof or Rules 505 or 506 under the terms hereof; Securities Act, (ii) such Rollover Investor owns beneficially and of record shares must be held indefinitely unless a subsequent disposition thereof is registered under the Exchanged SharesSecurities Act or is exempt from such registration, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, such shares will bear a legend to such Rollover Investor’s knowledgeeffect and (iv) the Company will make a notation on its transfer books to such effect. (e) All offers to purchase the Investor Securities were made to it in The Commonwealth of Massachusetts or the State of Rhode Island. (f) It has no contract, threatened against arrangement or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor understanding with any broker, finder or similar agent with respect to consummate the transactions contemplated by this Agreement.

Representations and Warranties of the Investors. The representations and warranties of the Investors contained in SECTION 3.1 of the Subscription Agreement are incorporated herein by reference. In addition, the Investors further represent and warrant as follows: (a) In connection with From and after the transactions contemplated herebydate of delivery of a Notice of Exercise, each Investor represents owns the MDA Shares to be exchanged by it free and warrants clear of any liens, security interests, or other encumbrances. (b) Each Investor acknowledges that Orbital intends the offer and issuance of the Orbital Stock to be received hereunder to be exempt from registration under the Act, by virtue of Regulation D promulgated under Section 4(2) of the Act, and that no registration statement relating to the Company and, in the case issuance of the Cash Orbital Stock hereunder has been or will be filed with the Commission or any state securities commission, except as contemplated by this Agreement. Each Investor, each other Investor that: (i) with respect to himself, further acknowledges that Orbital is relying in part upon the Company Securities to be acquired representations, warranties and covenants made by such Investor pursuant to in this Agreement will be acquired for such Investor’s own account in making its determination that the offer and not with a view to, or intention of, distribution thereof in violation issuance of the Securities Act, or any applicable state securities laws;Orbital Stock qualifies for exemption under Regulation D. (iic) such Investor is an “accredited investor” within On or before the meaning Exchange Date, all documents, records, books, and due diligence materials pertaining to the issuance of Rule 501 of Regulation D Orbital Stock to the Investors hereunder will have been made available for inspection by the Investors. Each of the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities Investors has or will have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) such Investor has had an opportunity to ask questions of and receive information and answers from Orbital concerning Orbital and the terms Orbital Stock and conditions to assess and evaluate such information. Each of the offering Investors will be acquiring the Orbital Stock solely upon the information provided to the Investors, and the representations, warranties, and covenants of Company Securities Orbital, together with information obtained or to be obtained by the Investors as of any Exchange Date through their independent investigation, and has had full access to such other information concerning the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and Investors will not conflict with, violate or cause a breach of have relied on any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel oral representation as to the U.S. federal, state, local and foreign tax consequences risks or merit of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied;this investment. (viiid) such No Investor is not acquiring receiving the Rollover Securities Orbital Stock as a result of of, or subsequent to to, any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication magazine or similar media or broadcast over television, radio television or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached hereto. (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement.radio,

Representations and Warranties of the Investors. (a) In connection with Each of the transactions contemplated herebyInvestors, each Investor severally and not jointly, represents and warrants to the Company and, in the case as of the Cash Investor, each other Investor thatClosing Date that he: (ia) the Company Securities to be acquired by such Investor pursuant to this Agreement will be acquired for such Investor’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws; (ii) such Investor is an “"accredited investor” " within the meaning of Rule 501 of Regulation D of under the Securities Act of 1933, as amended (the "Securities Act") and Exchange Commission, is sophisticated the rules and regulations promulgated thereunder; (b) has sufficient knowledge and experience in financial matters and is investing in companies similar to the Company so as to be able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk merits of its investment in the Company Securities and is able financially to bear the risks of such investment; (c) has had an opportunity to discuss the Business and the Company's management, prospects and financial affairs with the Company's management; (d) is acquiring the Common Shares for an indefinite period his own account for the purpose of time because investment and not with a view to or for resale in connection with any distribution thereof; (e) understands that (i) the Company Securities Common Shares have not been registered under the Securities Act andby reason of their issuance in a transaction exempt from the registration requirements of the Securities Act, therefore, cannot (ii) the Common Shares must be sold held indefinitely unless subsequently a subsequent disposition thereof is registered under the Securities Act or an exemption is exempt from such registration is available; registration, (iii) the Common Shares will bear a legend to such effect, (iv) such Investor has had an opportunity the Common Shares are subject to ask questions the restrictions set forth in the Registration Rights Agreement, and receive answers concerning the terms and conditions of the offering of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; (v) the Company will make a notation on its transfer books to such effect; and (f) has the full right, power and authority to enter into and perform this Agreement and the Registration Rights Agreement, and each of this Agreement and the other agreements contemplated hereby to which such Investor is a party Registration Rights Agreement, constitutes (or will constitute) the his legal, valid and binding obligation of such Investorobligation, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy lawsapplicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors’ ' rights and generally, or by general principles of equity affecting the availability of specific performance and other equitable remedies; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached heretoprinciples. (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated hereby, each Investor represents and warrants to the Company and, in the case Each of the Cash Investor, each other Investor that: (i) the Company Securities to be acquired by such Investor pursuant to this Agreement will be acquired for such Investor’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws; (ii) such Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) such Investor has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached hereto. (b) In connection with the transactions contemplated hereby, each Rollover Investor ----------------------------------------------- Investors severally represents and warrants to the Company that: (ia) such Rollover It is an "accredited investor" for purposes of Regulation D under the Securities Act and that it is acquiring the Investor Securities at the Closing for investment for its own account, and not with a view to selling or otherwise distributing the Investor Securities in violation of the Securities Act; provided, however, that nothing shall prevent the -------- ------- Investors from transferring the Investor Securities in compliance with this Section 6; and provided, further, that the disposition of the -------- ------- Investors' property shall at all times remain in the Investors' control. (b) It has the full legal right, power sufficient knowledge and authority to deliver the Exchanged Shares experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof. (c) It has had an opportunity to discuss the Company, business, management and financial affairs with the Company's management and has received (or had made available to it) any financial and business documents requested by it. (d) It understands that (i) the Investor Securities purchased by it have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to section 4(2) thereof or Rules 505 or 506 under the terms hereof; Securities Act, (ii) such Rollover Investor owns beneficially and of record Securities must be held indefinitely unless a subsequent disposition thereof is registered under the Exchanged SharesSecurities Act or is exempt from such registration, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, such Investor Securities will bear a legend to such Rollover Investor’s knowledgeeffect and (iv) the Company will make a notation on its transfer books to such effect. (e) All offers to purchase the Investor Securities were made to it in The Commonwealth of Massachusetts. (f) It has no contract, threatened against arrangement or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor understanding with any broker, finder or similar agent with respect to consummate the transactions contemplated by this Agreement. (g) It has entered into the Equity Call Agreement.

Representations and Warranties of the Investors. (a) In connection with Each of the transactions contemplated herebyInvestors, each Investor on behalf of itself only and not on behalf of any of the other Investors, hereby represents and warrants to the Company and, in the case of the Cash Investor, each other Investor thatas follows: (i) 3.1 The Investor is experienced in evaluating and investing in emerging companies such as the Company Securities to be acquired by such Company. 3.2 The Investor is acquiring the Common Stock and the accompanying Common Stock Rights being issued pursuant to this Agreement will be acquired (collectively, the "Securities"), for such Investor’s its own account and not with a view to, or intention offor resale in connection with, distribution thereof in violation of any distribution. The Investor understands that the Securities Act, or any applicable state securities laws; (ii) such Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities have not been registered under the Securities Act andof 1933, thereforeas amended (the "Act"), cannot by reason of a specific exemption from the registration provisions of the Act which depends upon, among other things, the bona fide nature of the investment intent as expressed herein. 3.3 The Investor acknowledges that the Securities must be sold held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available;. The Investor is aware of the provisions of Rule 144 promulgated under the Act and the limitations on resales of securities imposed thereby. (iv) such 3.4 The Investor Understands that no public market now exists for any of the securities issued by the Company and that there can be no assurances that a public market will ever exist for the Securities. 3.5 The Investor has had an opportunity to ask questions discuss the Company's business, management and receive answers concerning financial affairs with its management and an opportunity to review the terms and conditions Company's facilities. The Investor understands that such discussions were intended to describe the aspects of the offering of Company Securities Company's business and has had full access prospects which it believes to such other information concerning the Company as it has reasonably requested;be material but were not necessarily a thorough or exhaustive description. (v) this Agreement and each of the other agreements contemplated hereby to which such 3.6 The Investor is a party constitutes (or will constitute) sophisticated investor with such knowledge and experience in financial and business matters so as to be capable of evaluating the legal, valid merits and binding obligation risks of a prospective investment in the Securities and who is capable of bearing the economic risks of such investment. 3.7 The Investor, enforceable in accordance with both by itself and through its termsagents, except as enforceability may be limited by bankruptcy lawshas been solely responsible for the Investor's "due diligence,, other similar laws affecting creditors’ rights investigation of the Company and general principles its management and business, for the analysis of equity affecting the availability of specific performance merits and other equitable remedies; (vi) the execution, delivery and performance risks of this Agreement investment and each of the other agreements contemplated hereby by fairness and desirability of the terms of the investment; that in taking any action or performing any role relative to the arranging of the proposed investment, such Investor does not has acted solely in the Investor's interest, and will not conflict withthat neither the Investor nor any of its agents or employees has acted as an agent of the company, violate or cause a breach as an issuer, underwriter, broker, dealer or investment advisor relative to any of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject;the Securities. (vii) such 3.8 The Investor has had the opportunity to consult its own tax be advised by legal counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published Investor's own choice in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached hereto. (b) In connection with the transactions contemplated hereby, each Rollover purchase of the Securities and has either been advised by such counsel or concluded that such advice is not required. The Investor represents and warrants to acknowledges that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ is acting solely as counsel for the Company that:in connection therewith. 3.9 Each Investor acknowledges that the Common Stock issued hereunder, including the shares of Common Stock, if any, issued upon maturity of the Common Stock Rights, shall be endorsed with the following legend: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE -ACT-), AND NAY NOT BE SOLD, ASSIGNED OR TRANSFERRED EXCEPT (i) such Rollover Investor has the full legal rightPURSUANT TO A REGISTRATION STATEMENT UNDER THE ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; OR (ii) such Rollover Investor owns beneficially and of record the Exchanged SharesPURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF. COUNSEL To THE CORPORATION, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances OR OTHER COUNSEL ACCEPTABLE To THE CORPORATIONR THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR SECURITIES LAW. The Company need not register a transfer of any kindof the Securities, and will deliver unless the Exchanged Shares conditions specified in the foregoing legend is satisfied. -The Company may also instruct its transfer agent not to register the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances transfer of any kind; andof the Securities unless the conditions specified in the foregoing legend is satisfied. (iii3.10 Each Investor acknowledges that in no event will all or any portion of the Common Stock Rights acquired by it hereunder be assignable separate from the accompanying share(s) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this AgreementCommon Stock.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated herebyEach Investor, each Investor severally and not jointly, represents and warrants to the Company and, that the statements contained in the case this ‎Article 3 are true and correct with respect to such Investor as of the Cash InvestorClosing Date, each except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties are true and correct as of such other Investor that:specified date). (i) the Company Securities to be acquired by such Investor pursuant to this Agreement will be acquired for such Investor’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws; (ii) such 3.1 Such Investor is an “accredited investor” as defined by Rule 501 of Regulation D under the Securities Act and a “qualified institutional buyer” within the meaning of Rule 501 of Regulation D of 144A promulgated under the Securities Act, and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters capable of evaluating the merits and able to bear the economic risk risks of its investment in the Company Securities for Notes and has the ability and capacity to protect its interests. Such Investor is not, and has not in the last three months been, an indefinite period “affiliate” of time because the Company Securities have not been registered within the meaning of Rule 144 under the Securities Act andAct. 3.2 Such Investor is purchasing or acquiring by exchange the Notes as principal for its own account, therefore, canfor investment purposes and not be sold unless subsequently registered under with a view to distribution or resale in any manner that would violate the registration requirements of the Securities Act or the rules and regulations promulgated by the Commission thereunder, including Rule 144A; and such Investor acknowledges and agrees that an exemption from such registration investment in the Notes is available;not a liquid investment. (iv) 3.3 Such Investor confirms that such Investor has had an the opportunity to ask questions of, and receive answers concerning from, the terms and conditions of the offering of Company Securities and has had full access to such other information or any authorized Person acting on its behalf concerning the Company as 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 such Investor. In connection therewith, such Investor acknowledges that such Investor has reasonably requested;had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized Person acting on its behalf. (v) 3.4 Such Investor has all requisite legal and other power and authority to execute and deliver this Agreement and each to carry out and perform its obligations under the terms of the other agreements contemplated hereby to which such Investor is this Agreement. This Agreement constitutes a party constitutes (or will constitute) the legal, valid and legally binding obligation of such Investor, Investor enforceable in accordance with its terms, except subject, as enforceability may be limited by bankruptcy lawsto enforcement, to bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity affecting principles. 3.5 Such Investor has carefully considered and has discussed with its legal, tax, accounting and financial advisors, to the availability of specific performance and other equitable remedies; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) extent such Investor has had deemed necessary, the opportunity to consult its own tax counsel as to suitability of this investment and the U.S. transactions contemplated by this Agreement for such Investor’s particular federal, state, provincial, local and foreign tax consequences of and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for such Investor. Such Investor understands that it (and not the Merger Agreement and Company) shall be responsible for such Investor’s own tax liability that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities may arise as a result of the investment in the Notes or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached hereto. (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement. 3.6 Such Investor acknowledges that an investment in the Notes is speculative and involves a high degree of risk and that such Investor can bear the economic risk of the acceptance of the Notes, including a total loss of its investment. Such Investor recognizes and understands that no federal, state, provincial or foreign agency has recommended or endorsed the purchase of the Notes. Such Investor acknowledges that it has such knowledge and experience in financial and business matters that such Investor is capable of evaluating the merits and risks of an investment in the Notes and of making an informed investment decision with respect thereto. 3.7 The principal place of business of such Investor is correctly set forth below such Investor’s name on the signature page hereto. 3.8 Each Investor acknowledges and agrees that it and each other Investor is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. Each Investor further acknowledges that no Investor is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Investor or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to such Investor’s acquisition of the Notes. Each Investor further represents that its decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by such Investor.

Representations and Warranties of the Investors. (a) In connection with Each of the transactions contemplated hereby, each Investor Investors represents and warrants to the Company and, in the case as of the Cash Investordate hereof and as of the Closing Date, each other Investor and agrees that: (ia) The entire legal and beneficial interests of the Company Securities to be acquired by such Investor New Warrants, and the shares of Common Stock issuable pursuant to this Agreement the New Warrants, whether upon exercise or otherwise (the “Warrant Shares”), are being acquired for, and will be acquired held for, its account only. (b) The New Warrants and the Warrant Shares have not been registered for such Investor’s own account and not with a view to, or intention of, distribution thereof in violation of issuance under the Securities Act, . Each of the Purchasers understands that the New Warrants and the Warrant Shares are not registered for issuance under the Securities Act or any qualified under applicable state securities laws;laws on the ground that the issuance thereof will be exempt from the registration and qualifications requirements thereof. (iic) It has such Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities knowledge and Exchange Commission, is sophisticated experience in financial and business matters as to be capable of evaluating the merits and is able to evaluate risks of its investment and has the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able ability to bear the economic risk risks of its investment in the Company Securities for an indefinite period of time because New Warrants and the Company Securities have not been registered under Warrant Shares. (d) The New Warrants and the Securities Act and, therefore, cannot Warrant Shares must be sold held indefinitely unless they are subsequently registered under the Securities Act or an exemption from for such registration is available;available or, in the case of the Warrant Shares, they are sold pursuant to the Registration Statement. (ive) such Investor has had an opportunity Neither the New Warrants or the Warrant Shares may be sold pursuant to ask questions Rule 144 adopted under the Securities Act unless certain conditions are met, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company and receive answers concerning the terms and conditions resale following the required holding period under Rule 144. (f) It will not make any disposition of all or any part of the offering New Warrants or the Warrant Shares until: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement (it being acknowledged that, upon filing of Company Securities and has had full access the Supplement in accordance with Section 1.4, the Warrant Shares may be disposed of pursuant to such other information concerning the Registration Statement); or (ii) Such Investor shall have notified the Company of the proposed disposition and, in the case of a sale or transfer in a so called “4(1) and a half” transaction, shall have furnished counsel for the Company with an opinion of counsel, substantially in the form annexed as Exhibit C to the New Warrant. The Company agrees that it has reasonably requested;will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act. (vg) this Agreement and each of the other agreements contemplated hereby to which such Such Investor is a party limited partnership or corporation duly organized and validly existing under the laws of the jurisdiction of its formation. (h) This Agreement has been duly authorized, executed and delivered by such Investor and constitutes (or will constitute) the legal, valid and legally binding obligation of such Investor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy laws(i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and general (ii) applicable equitable principles of equity affecting the availability of specific performance and other equitable remedies;(whether considered in a proceeding at law or in equity). (vii) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does It has not and will not conflict withhave assigned, violate encumbered, hypothecated or cause a breach of transferred, or purported to assign, encumber, hypothecate or transfer, to any agreementother person or entity in any manner, contract any rights under or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached heretoPrior Warrants. (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement.

Representations and Warranties of the Investors. Each Investor represents and warrants, solely as to itself, to the Company as follows: (a) In connection with It has received and reviewed the Company’s Articles of Incorporation and Bylaws, as amended, and the financial statements and projections referred to herein, and understands the nature and risks of the investment contemplated hereby, and has relied upon such documents, its own independent investigation and its independent advisors, if any, and has not relied upon any other offering materials or oral representations. (b) It has been informed by the Company in writing that neither the Notes, Warrants nor the Underlying Shares have been registered under the Securities Act or any applicable state securities laws because the offer and sale thereof is exempt from such registration pursuant to Sections 3(a)(11), 3(b) or 4(2) of the Securities Act and the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder and certain limited offering exemptions under state securities laws based in part upon its representations made herein. (c) It is undertaking the transactions contemplated herebyherein for investment for its own account, each Investor represents and warrants to the Company andnot on behalf of others, in the case of the Cash Investor, each other Investor that: (i) the Company Securities to be acquired by such Investor pursuant to this Agreement will be acquired for such Investor’s own account and not with a view toto resell or otherwise distribute the Notes, Warrants or intention ofUnderlying Shares. (d) It will not attempt to sell or otherwise distribute the Notes, distribution thereof Warrants or Underlying Shares except in violation of the Securities Act, or any compliance with applicable federal and state securities laws;, this Agreement and the Shareholders Agreement. (iie) Its current financial condition is adequate to bear the substantial economic risks of this investment and, at the present time, it could afford a complete loss of such investment; it has sufficient knowledge and experience in investment, tax, venture capital and business matters in order to evaluate the merits and risks of such investment; and it is aware of the intended use of proceeds of such investment and the risks involved in a speculative enterprise such as the Company. (f) To the knowledge of such Investor, all communications and information, written or oral, concerning the Notes and the Warrants have been directed solely to Persons in, and have been received solely in, the states of Wisconsin, Michigan, Minnesota, Illinois, Florida, Pennsylvania, California, and the District of Columbia. (g) Such Investor is not liable for any finders’ fees, brokerage fees or similar fees or expenses in connection with entering into the transactions contemplated hereby. (h) Such Investor is an “accredited investor” within the meaning of as that term is defined in Rule 501 501(a) of Regulation D of the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) such Investor has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated adopted by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached hereto. (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company SEC pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this AgreementSecurities Act.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated herebyEach Investor, each Investor severally and not jointly, represents and warrants to the Company and, that the statements contained in the case this Article 2 are true and correct as of the Cash Investor, each other Investor that: (i) the Company Securities to be acquired by such Investor pursuant to this Agreement date hereof and will be acquired for such Investor’s own account and not with a view to, or intention of, distribution thereof in violation as of the Securities ActEffective Date, or any applicable state securities laws;except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties are true and correct as of such date). (ii) such 2.1 Investor is an “accredited investor” within the meaning of as defined by Rule 501 of Regulation D under the Securities Act, which is set forth under Appendix II to this Agreement. Investor acknowledges that it has such knowledge and experience in financial and business matters that Investor is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect thereto. Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk and that Investor can bear the economic risk of the acceptance of the Securities, including a total loss of its investment. Investor is experienced in evaluating and investing in early stage or start-up or reorganizing companies such as the Company. Investor acknowledges that the Debtor is currently not in compliance with reporting requirements under the rules of the Securities and Exchange Commission. 2.2 Investor understands that the Shares, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities all underlying securities, have not been registered under the Securities Act on the ground that the issuance thereof is exempt under Section 4(2) of the Act and/or Regulation D as a transaction by an issuer not involving any public offering, and that the statutory basis for the exception claimed would not be present if any of the representations and warranties of Investor contained in this Agreement are untrue, or notwithstanding the Investor’s representations and warranties, the Investor currently intends to acquire any of the Shares for resale upon the occurrence or non-occurrence of some predetermined event. 2.3 Investor is purchasing the Shares solely for its own account, and, thereforein the event that the Investor should acquire any underlying securities, canwill be acquiring such underlying securities solely for its own account, and not be sold unless subsequently registered under for the benefit of any other Person. Investor is acquiring the Shares solely for investment purposes and not with a view to distribution or 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 circumstance, except selling, transferring, or disposing of the Shares, in full compliance with all applicable provisions of the Securities Act or an exemption from such registration is available; (iv) such Investor has had an opportunity to ask questions Act, the rules and receive answers concerning regulations promulgated by the terms and conditions of the offering of Company Securities and has had full access to such other information concerning Exchange Commission thereunder, and applicable state securities laws. Investor understands and acknowledges that an investment in the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor Shares is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached heretoliquid investment. (b) In connection with the transactions contemplated hereby, each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreement.

Representations and Warranties of the Investors. (a) In connection with Each of the transactions contemplated hereby, each Investor Investors hereby severally represents and warrants to the Company and, in the case of the Cash Investor, each other Investor that: (ia) The Investors have full power and authority and have each taken all required action necessary to permit them to execute and deliver and to carry out the Company Securities to be acquired by such Investor pursuant to terms of this Agreement will be acquired and all other documents or instruments required hereby. (b) Each of the Investor's present intention is to acquire its Securities for such Investor’s own account the purpose of investment and not with a view to, or intention of, distribution thereof in violation to distribution. Each of the Investors agrees that it will not sell or transfer any of its Securities Act, or any without registration under applicable federal and state securities laws;, or the availability of exemptions therefrom. Each of the Investors agrees that the documents evidencing the Securities will each bear a restrictive legend stating that the Securities represented thereby have not been registered under applicable federal and state securities laws and referring to restrictions on their transferability and sale. (iic) Each of the Investors acknowledges that it currently has, and had immediately prior to its receipt of the offer of sale from the Company, such Investor knowledge and experience in financial and business matters that it is an “accredited investor” within capable of evaluating the meaning merits and risks of this investment. During the course of this transaction and prior to the sale to the Investors of the Debentures and the Warrants hereunder, the Investors acknowledge that they each had the opportunity to ask questions of, and receive answers from, management of the Company concerning the terms and conditions of this investment and to obtain any additional information of the same kind that is specified in Rule 501 502 of Regulation D of the Securities and Exchange CommissionAct of 1933, as amended, or that is sophisticated in financial matters and is able necessary to evaluate verify the risks and benefits accuracy of the other information obtained. The Investors acknowledge that they each have received such information as they deem necessary to enable them to make their investment decision. (d) The Investor acknowledges that the Investor, or the Investor's attorney, accountant, or adviser(s), has/have had a reasonable opportunity to inspect all documents and records pertaining to this investment. (e) The security interest granted to Investors in connection with the issuance of the Debentures will be a first priority security interest in and lien on the Collateral (as defined in the Company Securities;Debentures). (iiif) such The Investor understands that the offering and sale of the Debentures and Warrants is sophisticated in financial matters and able intended to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities have not been registered be exempt from registration under the Securities Act and, therefore, cannot be sold unless subsequently registered under by virtue of Section 4(2) thereof and the Securities Act or an exemption from such registration is available;provisions of Regulation D promulgated thereunder. (ivg) such The Investor has had an opportunity to ask questions and receive answers concerning and/or the terms and conditions of the offering of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; (vInvestor's adviser(s) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has has/have had the opportunity to consult its own tax counsel as review the SEC Documents, the Transaction Documents and all other documents furnished to Investor in connection with this transaction (collectively, the U.S. federal"Offering Documents"). (h) In making a decision to invest in the Securities, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made not relied on any representations regarding such tax consequences or benefits upon which such Investor has relied;information other than information contained in the Offering Documents. (viiii) such The Investor is not acquiring subscribing for the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over televisiontelevision or radio, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached heretoor any solicitation of a subscription by a person other than a representative of the Company. (bj) In If the Investor is a natural person, the Investor has reached the age of majority in the jurisdiction in which the Investor resides; the Investor has adequate means of providing for the Investor's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Securities for an indefinite period of time, has no need for liquidity in such investment, and, at the present time, could afford a complete loss of such investment. (k) The Investor is not relying on the Company or any agent of the Company with respect to any legal, tax or economic advice related to an investment in the Securities. (l) The Investor recognizes that investment in the Securities involves substantial risks, including the risk of loss of the entire amount of such investment, and has taken full cognizance of and understands all of the risks related to the purchase of the Securities. (m) The Investor's overall commitment to investments which are not readily marketable is reasonable in relation to the Investor's net worth. (n) The Investor is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Securities Act. (o) The Investor understands that the Securities are being offered and sold in reliance on a transactional exemption from the registration requirements of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements and understandings of the Investor set forth in this Agreement in order to determine the applicability of such exemptions and the suitability of the Investor to acquire the Securities. (p) The Investor hereby agrees to provide such information and to execute and deliver such documents as the Company may deem reasonably appropriate with regard to the Investor's suitability or otherwise in connection with this Agreement. (q) The execution, delivery and performance of this Agreement by the Investor (i) will not constitute a default under or conflict with any agreement or instrument to which the Investor is a party or by which it or its assets are bound; (ii) will not conflict with or violate any order, judgment, decree, statute, ordinance or regulation applicable to the Investor (including, without limitation, any applicable laws relating to permissible legal investments); and (iii) does not require the consent of any person or entity, other than those that will have been obtained prior to the Closing or Second Closing, as the case may be. This Agreement has been duly authorized, executed and delivered by the Investor and constitutes the valid and binding agreement of the Investor enforceable against it in accordance with its terms. (r) The Investor has not retained, or otherwise entered into any agreement or understanding with, any broker or finder in connection with the transactions contemplated herebypurchase of the Securities by the Investor, each Rollover Investor represents and warrants to the Company will not incur any liability for any fee, commission or other compensation on account of any such retention, agreement or understanding by the Investor. (s) The Investor understands, acknowledges and agrees that: (i) such Rollover In making an investment decision, the Investor has relied on the full legal rightInvestor's own examination of the Company and the disclosure in the Offering Documents, including the merits and risks involved. The Securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of the Offering Documents or this Agreement. (ii) The Investor, if executing this Agreement in a representative or fiduciary capacity, has all requisite power and authority to execute and deliver this Agreement in such capacity and on behalf of the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover subscribing individual, ward, partnership, trust, estate, corporation, or other entity for whom ▇▇▇ Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kindis executing this Agreement, and will deliver such individual, ward, partnership, trust, estate, corporation, or other entity has all ▇▇▇uisite power and authority to enter into this Agreement and make an investment in the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this AgreementSecurities.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated herebyEach Investor, each Investor severally, and not jointly, represents and warrants to the Company andthat, in the case as of the Cash Investor, each other Investor thatdate hereof: (i) the Company Securities to be acquired by such Investor pursuant to this Agreement will be acquired for such Investor’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws; (iia) such Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and, if such Investor is not an individual Person, either (i) it was not organized for the specific purpose of acquiring the Securities, or (ii) each person who has invested in the Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act; (b) such Investor has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Securities and Exchange Commission, is sophisticated in financial matters and is Company’s stage of development so as to be able to evaluate the risks and benefits merits of the such Investor’s investment in the Company Securitiesand such Investor is able financially to bear the risks thereof; (iiic) the Securities being acquired by such Investor are being acquired for such Investor’s own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; (d) such Investor is sophisticated in financial matters and able to bear understands that (i) the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities have not been registered under the Securities Act andby reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 505 or 506 promulgated under the Securities Act, therefore, cannot (ii) the Securities must be sold held indefinitely unless subsequently a subsequent disposition thereof is registered under the Securities Act or an exemption is exempt from such registration is availableregistration, (iii) the Securities will bear a legend to such effect, and (iv) the Company will make a notation on its transfer books to such effect; (ive) such Investor believes that he, she, or it has received all the information that such Investor considers necessary or appropriate for deciding whether to acquire the Securities, and that such Investor has had an opportunity to ask questions and receive answers concerning from the Company regarding the terms and conditions of the offering of Company the Securities and has had full access the business, properties, prospects, and financial condition of the Company and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to such other information concerning the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby Investor or to which such Investor is a party constitutes had access; provided, however, that the foregoing does not limit or modify the representations and warranties of the Company in Article 3 of this Agreement or the right of the Investors to rely thereon; (f) in determining to acquire the Securities, such Investor has relied solely upon the advice of the Investor’s legal counsel and accountants or other financial advisors with respect to the financial, tax, and other considerations relating to the acquisition of the Securities; (g) no person has or will constitute) have, as a result of the legaltransactions contemplated by this Agreement, any right, interest, or valid and binding obligation claim against or upon such Investor or the Company for any commission, fee, or other compensation as a finder or broker because of any act or omission of such Investor or any agent for such Investor, enforceable ; (h) such Investor has full power and authority to enter into and to perform this Agreement in accordance with its terms, 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; (vii) the executionexecution and delivery of, delivery and performance of the transactions contemplated by, this Agreement and each of the other agreements contemplated hereby by such Investor does is not and in conflict with or will not conflict with, violate or cause a result in any material breach of any terms, conditions, or provisions of, or constitute a material default under, such Investor’s corporate charter, limited partnership agreement, contract or other organizational document, as applicable, or any indenture, lease, agreement, order, judgment, or other instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meetingparty; and (ixj) such Investor’s true and correct addressno Investor nor the respective controlling persons, is set forth adjacent officers, directors, partners, agents, or employees of any Investor shall be liable to such Investor’s name on Schedule A attached hereto. (b) In any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the transactions contemplated hereby, each Rollover Investor represents execution of the Transaction Documents and warrants to the Company that: (i) such Rollover Investor has purchase of the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this AgreementSecurities.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated hereby, each Each Investor represents and warrants to the Company and, in the case of the Cash Investor, each other Investor that: (i) the Company Securities to be acquired by such Investor pursuant to this Agreement will be acquired for such Investor’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws; (ii) such Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) such Investor has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached hereto. (b) In connection with the transactions contemplated hereby, each Rollover Investor severally represents and warrants to the Company that: (ia) such Rollover Such Investor has the full legal right, power and authority and has taken all required action necessary to permit it to execute and deliver and to carry out the Exchanged terms of this Agreement and all other documents, instruments or transactions contemplated hereby. (b) Such Investor is acquiring the Notes and Warrants for its own account and that the Notes, Warrants, Note Shares, Warrant Shares and Conversion Shares are being or will be acquired by such Investor for the purpose of investment and not with a view to distribution. Such Investor agrees that it will not sell or transfer any such securities without registration under applicable federal and state securities laws, or the availability of exemptions therefrom. Such Investor understands that the documents evidencing securities issued pursuant hereto will bear a restrictive legend stating that the securities represented thereby have not been registered under applicable federal and state securities laws and referring to restrictions on their transferability and sale. (c) Such Investor acknowledges that it is an accredited investor, as such term is defined in Rule 501 of the Securities Act of 1933, as amended (the "Securities Act") and that it has such knowledge and experience in financial and business matters that such Investor is capable of evaluating the merits and risks of this investment and further acknowledges that it is able to bear the economic risk of this investment. (d) Such Investor has carefully reviewed the representations concerning the Company contained in this Agreement and has made detailed inquiries concerning the Company, its business and its personnel; the officers of the Company have made available to the Company pursuant Investor any and all written information which it has requested and have answered to such Investor's satisfaction all inquiries made by such Investor; and such Investor has adequate net worth and means of providing for its current needs and contingencies to sustain a complete loss of its investment in the terms hereof;Company; such Investor's overall commitment to investments which are not readily marketable is not disproportionate to its net worth and such Investor's investment in the Notes and Warrants and the underlying securities will not cause such overall commitment to become excessive. (iie) such Rollover Each Investor owns beneficially and is an Institutional Investor within the definition set forth in Section 203(c) of record the Exchanged SharesPennsylvania Securities Act of 1972, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreementas amended.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated hereby, each Each Investor hereby represents and warrants to Peak upon the Company and, in the case acquisition of the Cash Investor, each other Investor thata Note as follows: (ia) The Investor meets the Company Securities to be acquired by such definition of an “accredited investor” as that term is defined in Regulation D (b) The Investor pursuant to this Agreement will be acquired for such Investor’s own account acknowledges and agrees that the Notes are being offered in a transaction not with a view to, or intention of, distribution thereof in violation involving any public offering within the meaning of the Securities Act, or any applicable state securities laws; (ii) such Investor is an “accredited investor” within that the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities Notes have not been registered under the Securities Act and, therefore, canand that Peak is not required to register the Notes. The Investor acknowledges and agrees that the Notes may not be sold unless subsequently registered offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to Peak 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 an (iii) pursuant to Rule 144 under the Securities Act or another applicable exemption from the registration requirements of the Securities Act, and, in each case, in accordance with any applicable securities laws of the states of the United States and other applicable jurisdictions, and that any certificates or book entries representing the Notes shall contain a restrictive legend to such registration is available;effect. The Investor acknowledges and agrees that the Notes will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Notes and may be required to bear the financial risk of an investment in the Notes for an indefinite period of time. The Investor acknowledges and agrees that the Notes will not immediately be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act, and that the provisions of Rule 144(i) will apply to the Notes. The Investor acknowledges and agrees that it has been advised to consult legal, tax and accounting advisors prior to making any offer, resale, transfer, pledge or disposition of any of the Notes. (ivc) such The Investor acknowledges and agrees that the Investor is purchasing the Notes from Peak. The Investor further acknowledges that there have been no representations, warranties, covenants and agreements made to the Investor by or on behalf of Peak, or any of its affiliates or any control persons, officers, directors, employees, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of Peak expressly set forth in Section 15 of this Note Agreement. (d) The Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in order to make an investment decision with respect to the Notes, including the business of Peak and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed ▇▇▇▇’s filings with the SEC. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have had an the full opportunity to ask questions such questions, receive such answers and receive answers concerning obtain such information as the terms Investor and conditions the Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Notes. (e) The Investor became aware of this offering of the Notes solely by means of direct contact between the Investor and Peak, Peak or a representative of Peak, and the Notes were offered to the Investor solely by direct contact between the Investor and Peak or a representative of Peak. The Investor did not become aware of this offering of Company the Notes, nor were the Notes offered to the Investor, by any other means. The Investor acknowledges that the Notes (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. The Investor acknowledges that there have not been, and the Investor hereby agrees that it is not relying upon, and has had full access not relied upon, any statement, covenant, agreement, representation or warranty made by any person, firm or corporation (including, without limitation, Peak, Peak, any of their respective affiliates or any control persons, officers, directors, employees, agents, representatives, legal counsel, financial advisors or accountants of any of the foregoing), other than the representations and warranties of Peak contained in Section 2 of this Convertible Note Agreement, in making its investment or decision to such other information concerning the Company as it has reasonably requested;invest in Peak. (vf) this Agreement The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and each ownership of the other agreements contemplated hereby Notes, including those set forth in Peak’s filings with the SEC. The Investor has such knowledge and experience in financial and business matters as to which be capable of evaluating the merits and risks of an investment in the Notes, and the Investor has sought such accounting, legal and tax advice as the Investor is a party constitutes (or will constitute) has considered necessary to make an informed investment decision. The Investor acknowledges that the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, except as enforceability may Investor shall 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; (vi) the execution, delivery and performance of this Agreement and each responsible for any of the other agreements Investor’s tax liabilities that may arise as a result of the transactions contemplated hereby by such Investor does this Convertible Note Agreement, and that Peak has not and will not conflict with, violate or cause a breach of provided any agreement, contract or instrument to which such Investor is a party tax advice or any judgment, order other representation or decree to which such Investor is subject; (vii) such Investor has had guarantee regarding the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement Note Agreement. (g) Alone, or together with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks of an investment in the Notes and determined that the Notes are a suitable investment for the Investor and that neither the Company nor any other Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in Peak. The Investor acknowledges specifically that a possibility of total loss exists. (h) In making its decision to purchase the Notes, the Investor has relied solely upon independent investigation made by the Investor and the representations and warranties of Peak in Section 15. (i) The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Notes or made any representations regarding such tax consequences findings or benefits upon which such Investor has relied;determination as to the fairness of this investment. (viiij) such If the Investor is not acquiring an individual, the Rollover Securities as a result Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of formation or subsequent incorporation, with power and authority to any advertisemententer into, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true deliver and correct address, is set forth adjacent to such Investor’s name on Schedule A attached heretoperform its obligations under this Note Agreement. (bk) In connection The execution, delivery and performance by the Investor of this Convertible Note Agreement, the purchase of the Notes hereunder, the compliance by the Investor with all of the provisions of this Convertible Note Agreement and the consummation of the transactions contemplated herebyherein are within the powers of the Investor, each Rollover have been duly authorized and will not constitute or result in a breach, violation or default, conflict with or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Investor pursuant to the terms of (a) any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, (b) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or undertaking, to which the Investor is a party, by which the Investor is bound or to which any of the property or assets of the Investor is subject, and (c) if the Investor is not an individual, the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature of the Investor on this Convertible Note Agreement is genuine, and the signatory has legal competence and capacity to execute the same or the signatory has been duly authorized to execute the same, and, assuming that this Convertible Note Agreement constitutes the valid and binding agreement of Peak, this Convertible Note Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. (l) Neither the Investor nor, if the Investor is not an individual, any of its officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or carrying out a similar function, is (i) a person named on the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List, or any other similar list of sanctioned persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), or any similar list of sanctioned persons administered by the European Union or any individual European Union member state, including the United Kingdom (collectively, “Sanctions Lists”); (ii) directly or indirectly owned or controlled by, or acting on behalf of, one or more persons on a Sanctions List; (iii) organized, incorporated, established, located or resident, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, Venezuela, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the European Union or any individual European Union member state, including the United Kingdom; (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”). The Investor represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. The Investor also represents that it maintains policies and procedures reasonably designed to ensure compliance with sanctions administered by the United States, the European Union, or any individual European Union member state, including the United Kingdom, to the extent applicable to it. The Investor further represents that the funds held by the Investor and used to purchase the Notes were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor. (m) If the Investor is or is acting on behalf of (i) an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan, an individual retirement account or other arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement described in clauses (i) and (ii) (each, an “ERISA Plan”), or (iv) an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing clauses (i), (ii) or (iii) but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws,” and together with ERISA Plans, “Plans”), the Investor represents and warrants that (A) neither Peak nor any of its affiliates has provided investment advice or has otherwise acted as the Plan’s fiduciary, with respect to its decision to acquire and hold the Notes, and Peak is not the Plan’s fiduciary with respect to any decision in connection with the Investor’s investment in the Notes; and (B) its purchase of the Notes will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any applicable Similar Law. (n) The Investor is not a foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244). (o) The Investor acknowledges that Peak continues to review the SEC Statement, Redeemable Share Classification Changes and their respective implications, including on the financial statements and other information included in its SEC Reports, and any restatement, revision or other modification of the SEC Reports relating to or arising from such review, any subsequent related agreements or any other guidance from the Staff of the SEC with respect to the Company that:SEC Statement or Redeemable Share Classification Changes shall be deemed not material for purposes of this Note Agreement. (p) The Investors acknowledges other than the fees Peak is paying to ▇▇▇▇▇▇▇ Investment Company, LLC (the “Placement Agent”), Peak is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Notes. Peak has agreed to compensate the Placement Agent as follows: (i) such Rollover Investor has a cash fee at Closing equal to 8% of the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; gross proceeds received by Peak from qualified Investors from each Closing; (ii) a cash fee related to any qualified investor that converts such Rollover Investor owns beneficially Investor’s previously issued convertible notes received on or about May 28, 2024 (the “Existing Secured Convertible Notes”) into the Notes equal to 8% (provided, however, that no such cash fees will be due with respect to any Notes and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares Existing Secured Convertible Notes issued to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kindDr. ▇▇▇▇▇▇▇ ▇▇▇ and/or his affiliates (“Dr. Huh”)); and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, shares of restricted stock of the Company equal to such Rollover Investor’s knowledge, threatened against or affecting (A) 4% of the Exchanged Shares that would adversely affect total number of shares of Common Stock received upon conversion of the ability of such Rollover Investor to consummate the transactions contemplated by this AgreementNotes issued for new capital (excluding Dr. Huh).

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated hereby, each Each Investor severally represents and warrants to the Company Corporation, as to itself, that (i) such Investor is and will be acquiring the Series A Preferred Shares to be purchased by such Investor hereunder and, in the case of the Cash Investor, each other Investor that: (i) the Company Securities to be acquired by event that such Investor pursuant to this Agreement should acquire any Reserved Common Shares, that such Investor will be acquired acquiring such Reserved Common Shares, for such Investor’s its own account account, for investment and not with a view to, or intention of, to the distribution thereof in violation within the meaning of the Securities Act. (b) Each Investor understands that (i) the Preferred Shares have not been, or any applicable state securities laws; and that the Reserved Common Shares will not be, registered under the Securities Act, by reason of their issuance by the Corporation in transactions exempt from the registration requirements of the Securities Act and (ii) the Series A Preferred Shares and the Reserved Common Shares must be held by such Investor indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. (c) Each Investor further understands that, with respect to the Reserved Common Shares, the exemption from registration afforded by Rule 144 (the provisions of which are known to such Investor) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may only afford the basis for sales only in limited amounts. (d) Each Investor severally represents and warrants, as to itself, that it is an “"accredited investor” within the meaning of " as such term is defined in Rule 501 of Regulation D of 501(a) promulgated under the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities;Act. (iiie) such Each Investor is sophisticated in financial matters severally agrees, as to itself, that the Corporation may place a legend on the certificates delivered hereunder stating that the Series A Preferred Shares and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities any Reserved Common Shares have not been registered under the Securities Act Act, and, therefore, therefore cannot be offered, sold or transferred unless subsequently they are registered under the Securities Act or an exemption from such registration is available;, and that the Corporation may place stop transfer orders on the transfer books of the Corporation. (ivf) such Each Investor has had an opportunity to ask questions severally represents and receive answers concerning the terms and conditions of the offering of Company Securities and has had full access to such other information concerning the Company as it has reasonably requested; warrants that (v) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitutei) the legal, valid and binding obligation source of such Investor, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting funds for the availability of specific performance and other equitable remedies; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby acquisition by such Investor of Series A Preferred Shares does not constitute "plan assets" for purposes of Title I of ERISA and will not conflict with, violate or cause a breach (ii) the acquisition of any agreement, contract or instrument to which such Series A Preferred Shares by the Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated hereby shall neither (x) cause the Corporation to become a member of a controlled group of corporations or to be under common control with other trades or businesses within the meaning of Sections 414(b), (c), (m) or (o) of the Code or for purposes of Title IV of ERISA nor (y) subject the Corporation to any liability, contingent or otherwise, with respect to any employee pension benefit plan (as defined in Section 3(2) of ERISA). (g) No Investor will acquire Reserved Common Shares upon conversion of the Series A Preferred Shares to be purchased by such Investor hereunder if such transaction would cause the Merger Agreement Corporation to become either (i) a member of a controlled group of corporations or to be under common control with other trades or businesses within the meaning of Sections 414(b), (c), (m) or (o) of the Code or for purposes of Title IV of ERISA or (ii) subject to any liability, contingent or otherwise, with respect to any employee pension benefit plan (as defined in Section 3(2) of ERISA). (h) No Investor will transfer any Series A Preferred Shares acquired hereunder, nor any Reserved Common Shares acquired upon the conversion of Series A Preferred Shares, if such transfer either (i) may give rise to a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or (ii) could cause the Corporation to become either (x) a member of a controlled group of corporations or to be under common control with other trades or businesses within the meaning of Sections 414(b), (c), (m) or (o) of the Code or for purposes of Title IV of ERISA or (y) subject the Corporation to any liability, contingent or otherwise, with respect to any employee pension benefit plan (as defined in Section 3(2) of ERISA). (i) Each Investor severally represents and acknowledges that neither the Company Corporation nor the Founders have made, or are making, any representation or warranty with respect to the Corporation, the Series A Preferred Stock, the Common Stock, this Agreement or the transactions contemplated hereby except as expressly set forth in this Agreement, the other Investor has made Documents or the Disclosure Schedule. No representation or warranty of the Corporation or the Founders of any representations regarding such tax consequences kind is intended, inferred or benefits relied upon which by such Investor has relied; (viii) such Investor is not acquiring with respect to the Rollover Securities economic return which may accrue as a result of an investment in the Series A Preferred Stock or subsequent Common Stock pursuant to any advertisementthis Agreement. Prior to making an investment decision regarding the Series A Preferred Stock, article(A) each Investor carefully considered all relevant factors and consulted its own experienced counsel, notice or accountant and tax, business and other communication published advisors in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached hereto. (b) In connection with the transactions contemplated hereby, by this Agreement and (B) each Rollover Investor represents and warrants to the Company that: (i) such Rollover Investor has been provided the full legal right, power and authority opportunity to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kindask questions of, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, has received answers thereto satisfactory to such Rollover Investor’s knowledgeInvestor from, threatened against the Corporation, the Founders and their representatives regarding the Corporation, and each Investor has been provided with full access to all of the books, records, properties, officers and employees of the Corporation and has obtained all additional information requested by such Investor of the Corporation and its representatives; provided, however, that neither such consideration, consultation, opportunity nor access shall in any way obviate or affecting diminish the Exchanged Shares that would adversely affect representations and warranties of the ability of such Rollover Investor to consummate Corporation and the transactions contemplated by Founders contained in this Agreement, the other Documents or the Disclosure Schedule.

Representations and Warranties of the Investors. (a) In connection with the transactions contemplated hereby, each Each Investor represents and warrants to the Company andCompany, in the case of the Cash Investorseverally and not jointly, each other Investor thatas follows: (ia) Each Transaction Document to which it is a party constitutes the Company Securities to be acquired by such Investor pursuant to this Agreement valid and binding obligation of the Investor, enforceable against it in accordance with its respective terms. (b) It is acquiring the Shares and the New Warrants, and will be acquired acquire the Common Stock underlying the New Warrants (the "Warrant Shares"), for such Investor’s its own account with the intention of holding the same for investment and not with a view to, or intention of, to the distribution thereof in violation of the Securities Act, or any applicable state securities laws;. (iic) such Investor is an “accredited investor” within It understands that the meaning of Rule 501 of Regulation D of Shares, the Securities New Warrants and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Company Securities; (iii) such Investor is sophisticated in financial matters and able to bear the economic risk of its investment in the Company Securities for an indefinite period of time because the Company Securities Warrant Shares have not been registered under the Securities Act andof 1933, thereforeas amended (the "Securities Act"), cannot or any applicable state securities laws in reliance upon exemptions contained in the Securities Act and such applicable state securities laws, and that the Company's reliance upon such exemptions is based in part on the representations of the Investors contained in this Agreement. The Investor further understands and acknowledges that the Shares, the New Warrants and the Warrant Shares must be sold held indefinitely unless subsequently a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or an exemption unless such disposition is exempt from such registration is available;thereunder. (ivd) It is an "accredited investor" as such Investor term is defined in Rule 501 promulgated under the Securities Act. (e) It has had an opportunity sufficient knowledge and experience in financial and business matters so as to ask questions be capable of evaluating the merits and receive answers concerning the terms and conditions risks of the offering investment contemplated hereby. (f) It has received copies of Company Securities such documents and has had full access to such other information as it has deemed necessary in order to make an informed investment decision with respect to the investment being made hereby, and the Company has made its officers available to the Investors to answer the Investors' questions concerning the Company as it has reasonably requested; (v) this Agreement and each of the other agreements contemplated hereby to which such Investor is a party constitutes (or will constitute) the legal, valid and binding obligation of such Investor, enforceable in accordance with its terms, 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; (vi) the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject; (vii) such Investor has had the opportunity to consult its own tax counsel as to the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by the Merger Agreement and that neither the Company nor any other Investor has investment being made any representations regarding such tax consequences or benefits upon which such Investor has relied; (viii) such Investor is not acquiring the Rollover Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting; and (ix) such Investor’s true and correct address, is set forth adjacent to such Investor’s name on Schedule A attached heretohereby. (bg) In connection The principal offices of such Investor are located in New York and substantially all of the decisions with the transactions contemplated hereby, each Rollover Investor represents and warrants respect to the Company that: (i) investment being made hereby were made at such Rollover Investor has the full legal right, power and authority to deliver the Exchanged Shares to the Company pursuant to the terms hereof; (ii) such Rollover Investor owns beneficially and of record the Exchanged Shares, free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind, and will deliver the Exchanged Shares to the Company free and clear of all mortgages, liens, pledges, claims, charges, security interests or encumbrances of any kind; and (iii) there are no lawsuits, claims, proceedings, investigations, injunctions, judgments, orders or decrees pending or, to such Rollover Investor’s knowledge, threatened against or affecting the Exchanged Shares that would adversely affect the ability of such Rollover Investor to consummate the transactions contemplated by this Agreementlocation.