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

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understanding understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountInvestment Intent. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities lawthereof, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountInvestment Intent. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities lawthereof, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as As of the date hereof and as of the Closing Date Date, each of the Purchasers hereby represents and warrants to the Company Trust as follows: (a) Organization; Authority. Such The Purchaser is an entity duly organized, validly existing agreeing to purchase the Shares solely for the Purchaser’s own account and in good standing under for investment and not with a view toward the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunderdistribution thereof. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have Shares which the Purchaser is purchasing will not been be registered under the Securities Act or any applicable state securities law laws and, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available. The Purchaser acknowledges that because of the restrictions on the transferability of the Shares, the Purchaser must bear the economic risk of the Purchaser’s investment in the Shares. (b) The Purchaser has read carefully and is acquiring familiar with the Trust’s filings with the Securities and Exchange Commission (the “Commission”), including its last annual report on Form 10-K and subsequent quarterly reports on Form 10-Q, and understands the contents thereof, including the risks associated with an investment in the Shares; the Purchaser has been provided the opportunity, to the Purchaser’s satisfaction, to ask questions and receive answers concerning the terms and conditions of the offering of the Shares; all of the Purchaser’s questions have been answered to the Purchaser’s satisfaction; and the Purchaser has been supplied with all additional information requested and deemed necessary by the Purchaser to make an investment decision with respect to the Shares. (c) The Purchaser presently qualifies as principal for its own account and an “accredited investor” as such term is defined in Rule 501 under the Securities Act. (d) Except as set forth in the Trust’s filings with the Commission, the Purchaser is not an “affiliate” of the Trust (it being understood that an “affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a view person as such terms are used in and construed under Rule 405 and Rule 144 under the Securities Act). (e) The Purchaser: (i) is familiar with investments of this type and has such knowledge, sophistication and experience in business and financial matters so as to or be capable of evaluating the merits and risks of the prospective investment in the Shares; (ii) does not have an overall commitment to investments that are not readily marketable that is disproportionate to the Purchaser’s net worth, and the Purchaser’s investment in the Shares will not cause such overall commitment to become excessive; and (iii) has adequate net worth and means of providing for distributing or reselling such Securities or any part thereof the Purchaser’s current needs and personal contingencies to sustain a complete loss of the Purchaser’s investment in violation the Shares. (f) The Purchaser is fully aware that the Shares are being issued and sold in reliance upon the exemption provided for by Section 4(a)(2) of the Securities Act and similar exemptions provided under state securities laws on the grounds that no public offering is involved and that the representations, warranties and agreements set forth in this Agreement are essential to the claiming of such exemptions. (g) The Purchaser: (i) is purchasing the Shares with the Purchaser’s own funds and not with the funds of any other person, firm or entity; (ii) is acquiring the Shares for the Purchaser’s own account; and (iii) has no reason to anticipate a change in personal circumstances, financial or otherwise, that would cause the Purchaser to sell or distribute, or necessitate or require any sale or distribution of, the Shares, and no other person, firm or entity has or will have any beneficial interest in the Shares. (h) The Purchaser will cooperate in filing, or authorizing the filing on the Purchaser’s behalf, of any report or form required by the Commission or any applicable state securities lawagencies to be filed in connection with the purchase of the Shares. (i) The person(s) executing this Agreement, has the right, power, authority and capacity to sign and deliver this Agreement and perform all obligations hereunder on behalf of the Purchaser. The Purchaser understands, represents and warrants that this Agreement is binding on the Purchaser and enforceable in accordance with its terms. (j) The Purchaser, if a business entity, represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Purchaser. The Purchaser, if a business entity, was not formed for the specific purpose of acquiring the Shares to which this Agreement relates. (l) The Purchaser is presently a bona fide resident of the state set forth on the signature page hereof and the address set forth thereon is the Purchaser’s true and correct residence. The Purchaser has no present intention of distributing becoming a resident of any of such Securities other state or jurisdiction. (m) The Purchaser understands that nothing in violation this Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Securities Act Shares constitutes legal, tax or investment advice. The Purchaser 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 Shares. (n) The Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any applicable state securities law and other general solicitation or general advertisement. The Purchaser has no arrangement or understanding had a pre-existing relationship with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right Trust prior to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiescontemplating an investment contemplated herein.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountInvestment Intent. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities lawthereof, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself severally and for no other Purchasernot jointly, represents and warrants to Issuer as of the date hereof such Person becomes a Purchaser and as of the Closing Date to the Company as followsRestatement Date, that: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under standing, and has the laws of the jurisdiction of its organization with full rightpower, corporate or partnership power authority and authority capacity to enter into execute and deliver this Agreement, to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out perform its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this hereunder. (b) This Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereofand constitutes a legal, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it the Purchaser in accordance with its terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of general application affecting enforcement whether such enforceability is considered in a proceeding in equity or at law). (c) This Agreement will not violate, conflict with or result in a breach of creditors' rights generallyor default under (i) such Purchaser’s organizational documents, (ii) as limited any agreement or instrument to which such Purchaser is a party or by laws relating to the availability which such Purchaser or any of specific performanceits assets are bound, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by any laws, regulations or governmental or judicial decrees, injunctions or orders applicable lawto such Purchaser. (bd) Own Account. Such Solely with respect to Ascend, Bluescape and Meridian, each of the Notes to be received by such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal hereunder will be acquired for its such Purchaser’s own account account, and not with a view to the resale or for distributing or reselling such Securities or distribution of any part thereof in violation of the Securities Act Act, except pursuant to sales registered or any applicable state securities lawexempted under the Securities Act, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing any of such Securities the same in violation of the Securities Act without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution part of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise Notes in compliance with applicable federal and state securities laws. (e) Solely with respect to Ascend, Bluescape and Meridian, such Purchaser can bear the economic risk and complete loss of its investment in violation the Notes and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. (f) Solely with respect to Ascend, Bluescape and Meridian, such Purchaser has had an opportunity to receive, review and understand all information related to Issuer requested by it and to ask questions of and receive answers from Issuer regarding Issuer, its Subsidiaries, its business and the terms and conditions of the offering of the Notes, and has conducted and completed its own independent due diligence. (g) Solely with respect to Ascend, Bluescape and Meridian, based on the information such Purchaser has deemed appropriate, it has independently made its own analysis and decision to enter into the Note Documents. (h) Solely with respect to Ascend, Bluescape and Meridian, such Purchaser understands that the Notes are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Issuer 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. Such Purchaser understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of Issuer or the purchase of the Notes. (i) Solely with respect to Ascend, Bluescape and Meridian, such Purchaser is (i) an “accredited investor” as defined in Regulation D promulgated under the Securities Act, (ii) an institutional account as defined in FINRA Rule 4512(c), (iii) an Eligible Investor, (iv) not acting on behalf of, or for the benefit of, any person who is not an Eligible Investor, and (v) is not acquiring the Notes (or shares of Common Stock issuable upon conversion of the Notes) with the purpose of selling or transferring, or granting, issuing, or transferring interests in, or options over, the Notes (or shares of Common Stock issuable upon conversion of the Notes) within 12 months of their purchase or issuance other than to an Eligible Investor. (j) The Purchasers agree that the Notes and the shares of Common Stock issuable upon conversion of the Notes may not be sold or transferred unless (i) such Notes or the shares of Common Stock issuable upon conversion of the Notes are sold or transferred pursuant to an effective registration statement pursuant to the Securities Act and disclosure document pursuant to the Corporations Act 2001 (Cth), (ii) such Notes or the shares of Common Stock issuable upon conversion of the Notes are sold or transferred in accordance with to Rule 144 or any other exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Corporations Act 2001 (Cth), (iii) the Issuer has received an opinion of counsel reasonably satisfactory to it that such sale or transfer may lawfully be made without registration under the Securities hereunder in Act or without disclosure under the ordinary course Corporations Act 2001 (Cth), or (iv) Notes or the shares of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any Common Stock issuable upon conversion of the SecuritiesNotes are transferred without consideration to an affiliate of such holder or a custodial nominee.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself severally and for no other Purchasernot jointly, represents and warrants to Issuer as of the date hereof such Person becomes a Purchaser and as of the Closing Date to the Company as followseach Purchase Date, that: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws Each of the jurisdiction of its organization with full right, corporate or partnership power and authority Notes to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance be received by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of hereunder will be acquired for such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser’s own account, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to the resale or for distributing or reselling such Securities or distribution of any part thereof in violation of the Securities Act Act, except pursuant to sales registered or any applicable state securities lawexempted under the Securities Act, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing any of such Securities the same in violation of the Securities Act without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution part of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise Notes in compliance with applicable federal and state securities laws. (b) Such Purchaser can bear the economic risk and complete loss of its investment in violation the Notes and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. (c) Such Purchaser has had an opportunity to receive, review and understand all information related to Issuer requested by it and to ask questions of and receive answers from Issuer regarding Issuer, its Subsidiaries, its business and the terms and conditions of the offering of the Notes, and has conducted and completed its own independent due diligence. (d) Based on the information such Purchaser has deemed appropriate, it has independently made its own analysis and decision to enter into the Note Documents. (e) Such Purchaser understands that the Notes are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Issuer 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 or any applicable state securities lawonly in certain limited circumstances. Such Purchaser understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of Issuer or the purchase of the Notes. (f) Such Purchaser is acquiring an “accredited investor” as defined in Regulation D promulgated under the Securities hereunder Act. (g) Such Purchaser did not learn of the investment in the ordinary course Notes as a result of its business. Such Purchaser does not have any agreement general solicitation or understanding, directly or indirectly, with any Person to distribute any of the Securitiesgeneral advertising.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document Documents to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities lawthereof, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, of the Purchasers represents and warrants warrants, severally and not jointly, to the Company as of the date hereof and each Closing Date (except to the extent made only as of the Closing Date to the Company specified date, in which case as of such date) as follows: (a) Organization; Authority. Such Purchaser It is an entity duly organizedacquiring the Securities for its own account for investment and not with a view towards the resale, validly existing transfer or distribution thereof, nor with any present intention of distributing the Securities but subject, nevertheless, to any requirement of law that the disposition of such Purchaser’s property shall at all times be within such Purchaser’s control, and in good standing without prejudice to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the laws of Securities Act or under an exemption from said registration available under the jurisdiction of its organization with Securities Act. (b) It has full right, corporate or partnership power and authority legal right to enter into execute and to consummate the transactions contemplated by deliver this Agreement and the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by and to perform its obligations hereunder and thereunder. (c) As of the date hereof, it is a resident of the jurisdiction set forth immediately below such Purchaser’s name on the signature pages hereto. (d) It has taken all action necessary for the authorization, execution, delivery, and when delivered performance of this Agreement and the Transaction Documents to which it is a party and its obligations hereunder and thereunder, and, upon execution and delivery by such Purchaser in accordance with the terms hereofCompany, will this Agreement and the Transaction Documents to which it is a party shall constitute the valid and legally binding obligation of such Purchaser, enforceable against it such Purchaser in accordance with its their respective terms, except (i) as that such enforcement may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws now or hereafter in effect relating to the availability creditors’ rights and general principles of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawequity. (be) Own AccountIt 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 the Transaction Documents to which it is a party, and is able to bear the economic risk of such investment for an indefinite period of time. Such Purchaser understands that 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 Transaction Documents to which it is a party and the purchase of the Securities are "restricted securities" and have not been registered contemplated hereby. It is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act or any applicable state securities law and Act. (f) Such Purchaser is acquiring not purchasing the Securities as principal for its own account and not with a view to result of any advertisement, article, notice or for distributing other communication regarding the Securities published in any newspaper, magazine or reselling such Securities similar media or broadcast over television or radio or presented at any seminar or any part thereof in violation other general advertisement. (g) It understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiesan investment therein.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants to the Company, Penske and the PCP Entities as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is acquiring Securities for its own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act. (b) Such Purchaser understands that (i) the Securities have not been registered under the Securities Act or any state securities laws, and (ii) the Securities may not be sold unless such disposition is registered under the Securities Act and applicable state securities laws or is exempt from registration and/or regulation thereunder as the case may be. (c) Such Purchaser is an entity “Accredited Investor” (as defined in Rule 501(a) under the Securities Act). (d) Such Purchaser is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership and has all power and authority to enter into this Agreement. (e) The execution and delivery of this Agreement has been duly authorized by all requisite corporate action on the part of such Purchaser, and the Agreement constitutes a legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser, in accordance with its terms, except to consummate the transactions contemplated extent that enforceability may be limited by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. bankruptcy, insolvency or other similar laws affecting creditors’ rights generally. (f) The execution, delivery and performance by such Purchaser of the Agreement and the consummation by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate thereby will not (a) violate any provision of law, statute, rule or similar action on regulation, or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body applicable to such Purchaser, or any of its properties or assets, or (b) violate the part certificate of incorporation or the bylaws of such Purchaser. Each Transaction Document to which it is a party has been duly executed by . (g) The information regarding such Purchaser, and when delivered Purchaser supplied by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability Company in writing specifically for inclusion in the Proxy Statement will not contain any untrue statement of specific performance, injunctive relief a material fact or other equitable remedies and (iii) insofar as indemnification and contribution provisions may omit to state a fact required to be limited by applicable law. (b) Own Account. Such Purchaser understands that stated therein or necessary to make the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof statements contained therein in violation light of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities circumstances in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty which they were made not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiesmisleading.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as to the Company with respect solely to itself and not with respect to any other Purchaser that: 5.1 The execution and delivery by each Purchaser of this Agreement and the date fulfillment of and compliance with the respective terms hereof by each Purchaser do not and shall not as of the Closing Date conflict with or result in a breach of the terms, conditions or provisions of any other agreement, instrument, order, judgment or decree to the Company as follows:which such Purchaser is subject. (a) Organization; Authority. Such 5.2 Each Purchaser is an entity duly organized, validly existing and “accredited investor” as that term is defined in good standing Rule 501 of Regulation D promulgated under the Securities Act and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law; and, accordingly, such securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and therefore may not be offered, pledged or sold by it, directly or indirectly, in the United States without registration under United States federal and state securities laws and Purchaser understands the certificates representing the such securities will contain a legend in respect of such restrictions. 5.3 The Placement Warrants are being acquired for such Purchaser’s own account and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the jurisdiction of its organization Securities Act. Each Purchaser shall not engage in hedging transactions with regard to the Placement Warrants and the underlying securities unless in compliance with the Securities Act. 5.4 Each Purchaser has the full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it and this Agreement is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, Purchaser enforceable against it such Purchaser in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such 5.5 Each Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act no United States federal or state agency or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to other government or for distributing governmental agency has passed on or reselling such Securities made any recommendation or any part thereof in violation endorsement of the Securities Act securities or any applicable state securities law, has no present intention of distributing any of such Securities in violation the fairness or suitability of the Securities Act investment in the securities nor have such authorities passed upon or any applicable state securities law and has no arrangement or understanding with any other persons regarding endorsed the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation merits of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any offering of the Securitiessecurities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountNo View to Distribute. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities lawthereof, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, severally represents and warrants as of the date hereof and as of the Closing Date to the Company as followsthat: (a) Organization; Authority. Such Purchaser it is an entity duly organized, validly existing and in good standing "accredited investor" within the meaning of Rule 501 under the laws Securities Act and was not organized for the specific purpose of acquiring the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.Preferred Shares; (b) Own Account. Such Purchaser it has sufficient knowledge and 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 proposed business, management and financial affairs with the Company's management; (d) the Preferred Shares being purchased by it are being acquired for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; (e) it understands that (i) the Securities are "restricted securities" Preferred Shares and the Conversion Shares have not been registered under the Securities Act or any applicable state securities law and is acquiring by reason of their issuance in a transaction exempt from the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation registration requirements of the Securities Act pursuant to Section 4(2) thereof or any applicable state securities lawRule 505 or 506 promulgated under the Securities Act, has no present intention of distributing any of such Securities in violation of (ii) the Preferred Shares and, upon conversion thereof, the Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Preferred Shares and the Conversion Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; and (f) if it sells any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right Conversion Shares pursuant to sell Rule 144A promulgated under the Securities pursuant Act, it will take all necessary steps in order to perfect the Registration Statement or otherwise in compliance with applicable federal and state securities lawsexemption from registration provided thereby, including (i) in violation obtaining on behalf of the Securities Act or any applicable state securities law. Such Purchaser Company information to enable the Company to establish a reasonable belief that the purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, a qualified institutional buyer and (ii) advising such purchaser that Rule 144A is being relied upon with any Person respect to distribute any of the Securitiessuch resale.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself The Purchasers hereby make the following representations and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date warranties to the Company as followsSeller: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under 3.3.1 The Purchasers have the laws of the jurisdiction of its organization with full right, corporate or partnership requisite power and authority to enter into and perform this Agreement and to consummate purchase the transactions contemplated by the Transaction Documents and otherwise shares being sold to carry out its obligations hereunder and thereunderit hereunder. The execution, delivery and performance of this Agreement by such Purchaser Purchasers and the consummation by it of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or similar action on the part authorization of such PurchaserPurchasers are required. Each Transaction Document to which it is a party This Agreement has been duly authorized, executed by such Purchaser, and when delivered by such Purchaser Purchasers and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Purchasers enforceable against such Purchasers in accordance with the terms hereofthereof. 3.3.2 Each Purchaser is, and will constitute be at the valid time of the execution of this Agreement, an “accredited investor”, as such term is defined in Regulation D promulgated by the Commission under the Securities Act of 1933, as amended (the “1933 Act”), is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable such Purchaser to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment. The Purchaser has the authority and are duly and legally binding obligation qualified to purchase and own shares of the Company. The Purchaser is able to bear the risk of such Purchaserinvestment for an indefinite period and to afford a complete loss thereof. The information set forth on the signature page hereto regarding the Purchaser is accurate. 3.3.3 On the Closing Date, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating such Purchasers will purchase the Acquired Shares pursuant to the availability terms of specific performancethis Agreement for its own account for investment only and not with a view toward, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawfor resale in connection with, the public sale or any distribution thereof. (b) Own Account. Such Purchaser understands 3.3.4 The Purchasers understand and agree that the Securities are "restricted securities" and Acquired Shares have not been registered under the Securities 1933 Act or any applicable state securities law and is acquiring laws, by reason of their issuance in a transaction that does not require registration under the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any 1933 Act (based in part thereof in violation on the accuracy of the Securities representations and warranties of the Purchaser contained herein), and that such Acquired Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities lawlaws or is exempt from such registration. In any event, has no present intention and subject to compliance with applicable securities laws, the Purchasers may enter into lawful hedging transactions in the course of distributing any hedging the position they assume and the Purchasers may also enter into lawful short positions or other derivative transactions relating to the Acquired Shares, or interests in the Acquired Shares, and deliver the Acquired Shares, or interests in the Acquired Shares, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Acquired Shares, or interests in the Acquired Shares, to third parties who in turn may dispose of such Securities in violation of these Acquired Shares. 3.3.5 The Acquired Shares shall bear the Securities Act following or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities similar legend: “THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (this representation and warranty not limiting such Purchaser's right I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” 3.3.6 The offer to sell the Securities pursuant Acquired Shares was directly communicated to the Registration Statement Purchasers by the Company. At no time were the Purchasers presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in compliance connection and concurrently with applicable federal such communicated offer. 3.3.7 Such Purchasers represent that the foregoing representations and state securities laws) in violation warranties are true and correct as of the Securities Act or any applicable state securities law. Such Purchaser is acquiring date hereof and, unless such Purchasers otherwise notify the Securities hereunder in Company prior to the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any Closing Date shall be true and correct as of the SecuritiesClosing Date. 3.3.8 The foregoing representations and warranties shall survive the Closing Date and for a period of one year thereafter.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, The Purchasers represents and warrants as of the date hereof and as of the Closing Date to the Company Sellers as follows: (a) Organization; Authority. Such Each Purchaser is an entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization with full right, corporate or partnership and has all requisite power and authority to enter into own, lease and operate its properties and to consummate carry on its business as now being conducted. (b) Each Purchaser has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder (subject, in the transactions contemplated by case of the Transaction Documents and otherwise obligation to carry out its obligations hereunder and thereunderthe Transaction, to the entry of the Sale Order). The execution, delivery and performance by such each Purchaser of the transactions contemplated by this Agreement and the consummation of the Transaction have been duly and validly authorized by all necessary requisite corporate or similar action on the part of such each Purchaser, and no other corporate proceeding on the part of either Purchaser is necessary to authorize this Agreement and to consummate the Transaction. Each Transaction Document to which it is a party This Agreement has been duly and validly executed and delivered by such each Purchaser and (assuming the due authorization, execution and delivery by all parties hereto and thereto other than the Purchasers) constitutes (or will constitute) valid and binding obligations of each Purchaser, enforceable against each Purchaser in accordance with its terms (subject, in the case of the obligation to carry out the Transaction, to the entry of the Sale Order). (c) The execution, delivery and when delivered performance by each Purchaser of this Agreement does not, and the consummation by each Purchaser of the Transaction will not require any Purchaser to make any filing with or give notice to, or obtain any Consent from, any Governmental Authority, other than the Sale Order and, if required, any clearance under the HSR Act. (d) No Purchaser has incurred any Liability for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with the Transaction that would be payable by any Spheris Entity (a “Purchaser Broker Fee”). (e) Each Purchaser acknowledges and affirms that it has completed its own independent investigation, analysis and evaluation of the Purchased Assets and Spheris India, that it has made all such reviews and inspections of the Purchased Assets and Spheris India as it deems necessary and appropriate, and that in making its decision to enter into this Agreement and consummate the Transaction, it has relied on its own investigation, analysis, and evaluation with respect to all matters without reliance upon any express or implied representations or warranties except as expressly set forth in this Agreement. (f) Each Purchaser will have, at the Closing, the resources and capabilities (financial or otherwise) to perform its obligations hereunder, including, in the case of Medquist, sufficient funds available to pay the Purchaser Termination Fee in accordance with the terms hereofof this Agreement. Medquist has not incurred any obligation, will constitute the valid commitment, restriction or liability of any kind that would materially impair Medquist’s ability to satisfy its payment and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Accountfunding obligations under this Agreement. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation As of the Securities Act or any applicable state securities lawdate of this Agreement, Medquist has no present intention of distributing any of such Securities in violation of sufficient funds available to pay the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesTermination Fee.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) : Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) . Own Account. Such Purchaser understands that the Securities are "“restricted securities" ” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understanding understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's ’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser does is not have any agreement or understanding, directly or indirectly, with any Person required to distribute any be registered as a broker-dealer under Section 15 of the Exchange Act. Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself severally and for no other Purchasernot jointly, represents and warrants to the Borrower as of the date hereof and as of the Closing Date each date that any Notes are issued to the Company as followssuch Purchaser, that: (a) Organization; Authority. Such Purchaser is an entity duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaserformation. Each Transaction Credit Document to which it is a party has been duly authorized, executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute and constitutes the valid and legally binding obligation of such Purchaser, enforceable against it such Purchaser in accordance with its terms, except (i) as enforcement may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and or other laws similar laws, statutes or rules of general application affecting the enforcement of creditors' creditor’s rights generally, (ii) as limited by laws relating to the availability or general principles of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawequity. (b) Own Account. Such Each of the Notes to be received by such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal hereunder will be acquired for its such Purchaser’s own account account, and not with a view to the resale or for distributing or reselling such Securities or distribution of any part thereof in violation of the Securities Act Act, except pursuant to sales registered or any applicable state securities lawexempted under the Securities Act, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing any of such Securities the same in violation of the Securities Act without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution part of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise Notes in compliance with applicable federal and state securities laws. (c) Such Purchaser can bear the economic risk and complete loss of its investment in violation the Notes and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. (d) Such Purchaser has had an opportunity to receive, review and understand all information related to the Borrower requested by it and to ask questions of and receive answers from the Borrower regarding the Borrower, its business and the terms and conditions of the offering of the Notes, and has conducted and completed its own independent due diligence. Such Purchaser acknowledges receipt of copies of the Borrower’s filings with the SEC. Based on the information such Purchaser has deemed appropriate, it has independently made its own analysis and decision to enter into the Credit Documents. (e) Such Purchaser understands that the Notes are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Borrower 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 or any applicable state securities lawonly in certain limited circumstances. Such Purchaser understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of the Borrower or the purchase of the Notes. (f) Such Purchaser is acquiring an “accredited investor” in Regulation D promulgated under the Securities hereunder ▇▇▇▇ ▇▇▇. (g) Such Purchaser did not learn of the investment in the ordinary course Loan Securities as a result of its business. Such Purchaser does not have any agreement general solicitation or understanding, directly or indirectly, with any Person to distribute any of the Securitiesgeneral advertising.

Representations and Warranties of the Purchasers. Each Purchaser herebyThe Purchasers hereby jointly and severally represent and warrant to MSDC that the following representations are true, for itself correct and for no other Purchaser, represents and warrants complete as of the date hereof and shall be as of the Closing Date to as if restated in their entirety as of the Company as followsClosing: (a) Organization; Authority. Such Purchaser is an entity The Purchasers are corporations duly organized, organized and validly existing and in good standing under the laws of their respective jurisdictions of incorporation. (b) The Purchasers have the jurisdiction of its organization with full right, corporate or partnership requisite power and authority to enter into execute, deliver and perform this Agreement and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunderthis Agreement. The execution, delivery and performance by such Purchaser of the transactions contemplated by this This Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly and validly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereofPurchasers and, will constitute assuming due execution and delivery by MSDC, constitutes the Purchasers’ legal, valid and legally binding obligation of such Purchaserobligation, enforceable against it in accordance with its terms, except (i) as limited by subject to bankruptcy, insolvency, reorganization and other similar laws affecting creditors’ rights generally, general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws the discretion of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other courts in granting equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies. (bc) Own Account. Such Purchaser understands The Purchasers are not subject to any prior agreements, covenants or other restrictions that would prevent the Securities are "restricted securities" Purchasers from entering into or performing fully under this Agreement, and have not been registered under the Securities Act or any applicable state securities law execution of this Agreement and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation consummation of the Securities Act transactions contemplated hereby do not violate or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding conflict with any other persons regarding agreement or law to which the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement Purchasers are a party or otherwise subject. The Purchasers are not required to make any filing with, or procure any consent or approval from, any governmental or regulatory agency, or third party in compliance with applicable federal and state securities lawsorder to consummate the transaction contemplated hereby, including without limitation, the Closing. For the avoidance of doubt, the provisions contained in this Section 6(c) in violation shall not apply to any filing obligations of the Securities Act Purchasers post-Closing. (d) Neither the Purchasers, nor any of the Purchasers’ officers, directors, employees, or partners, has retained, consented to, or authorized any applicable state securities law. Such Purchaser is acquiring broker, investment banker, or third party to act on behalf of the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understandingPurchasers, directly or indirectly, as a broker or finder in connection with the transactions contemplated by this Agreement. (e) No involuntary bankruptcy or similar proceeding has been filed or commenced against the Purchasers and the Purchasers have not filed a petition or request for reorganization or protection or relief under the bankruptcy laws of Taiwan, ROC or the British Virgin Islands, made any Person general assignment for the benefit of creditors, or consented to distribute any the appointment of a receiver or trustee, including a custodian under the Securitiesbankruptcy laws of Taiwan, ROC or the British Virgin Islands, whether such receiver or trustee is appointed in a voluntary or involuntary proceeding. (f) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 6, THE PURCHASERS DISCLAIM THE MAKING OF ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING APWC OR THE PURCHASED SHARES, INCLUDING THE PAST AND FUTURE PERFORMANCE OR FINANCIAL RESULTS OF APWC. MSDC IS NOT RELYING UPON ANY STATEMENTS, REPRESENTATIONS, OR WARRANTIES OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 6 OF THIS AGREEMENT, MADE BY THE PURCHASERS OR ANYONE ACTING OR CLAIMING TO ACT ON THE PURCHASERS’ BEHALF CONCERNING THE PURCHASED SHARES OR THE COMPANY. MSDC FURTHER ACKNOWLEDGES THAT IT HAS NOT RECEIVED FROM THE PURCHASERS ANY ACCOUNTING, TAX, LEGAL OR OTHER ADVICE WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND IS RELYING SOLELY UPON THE ADVICE OF ITS OWN ACCOUNTING, TAX, LEGAL AND OTHER ADVISORS.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other PurchaserPurchaser hereby, represents and warrants to the Company as follows as of the date hereof and as of the Closing Date to the Company as followshereof: (a) Organization; Authority. Such Purchaser Purchaser, if not a natural person, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate corporate, limited liability company or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder hereunder, and thereunder. The execution, the execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate corporate, limited liability company, partnership or similar action on the part of such Purchaser. Each Transaction Document to which it is a party This Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally, generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies. (b) Own Account. Such Purchaser understands (i) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision like that involved in the purchase of the Purchaser Securities, including investments in securities issued by the Company and investments in comparable companies, and (ii) in connection with its decision to purchase the Purchaser Securities, has received (or otherwise had made available to it by the filing by the Company of an electronic version thereof with the SEC) the Disclosure Package, which includes pricing and other information regarding the purchase and sale of the Securities, prior to or in connection with the receipt of this Agreement and is relying only on such information and documents in making its decision to purchase the Securities. (i) If such Purchaser is outside the United States, it will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Purchaser Securities are "restricted securities" or has in its possession or distributes any offering material, in all cases at its own expense and have not (ii) no agent of the Company has been registered under authorized to make and no such agent has made any representation, disclosure or use of any information in connection with the Securities Act issue, placement, purchase and sale of the Purchaser Securities, except as set forth in or any applicable state securities law and incorporated by reference in the Base Prospectus or the Prospectus Supplement or as otherwise contemplated by this Agreement. (d) Such Purchaser is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act direct or any applicable state securities law and has no indirect arrangement or understanding understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's ’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. If the Purchaser is an affiliate of the Company (within the meaning of Rule 144 promulgated under the Securities Act), the Purchaser acknowledges and understands that the Purchaser Securities may not be resold by the Purchaser unless such resale is registered under the Securities Act or such resale is effected pursuant to a valid exemption from the registration requirements of the Securities Act. (e) Such Purchaser does (i) understands that nothing in this Agreement, the Disclosure Package or any other materials presented to the Purchaser in connection with the purchase and sale of the Purchaser Securities constitutes legal, tax or investment advice; and (ii) 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 Purchaser Securities. (f) Other than consummating the transactions contemplated hereunder, such Purchaser has not have any agreement or understanding, directly or indirectly, with nor has any Person acting on behalf of or pursuant to distribute any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first learned of the specific purchase and sale transaction being effected pursuant to this Agreement and ending immediately prior to the execution and delivery hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation 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 Securities covered by this Agreement. Other than to other Persons party to this Agreement and to its advisors who are under a legal obligation of confidentiality, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with the transactions contemplated by this Agreement (including the existence and terms of such transactions). Such Purchaser covenants that it will not engage in any transactions in the securities of the Company or disclose any information about the transactions contemplated by this Agreement (other than to other Persons party to this Agreement and to its advisors who are under a legal obligation of confidentiality) prior to the time that the transactions contemplated by the Agreements are publicly disclosed by the Company. As of the date hereof, the Purchaser does not own any shares of Common Stock that are borrowed. (g) Such Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities. (h) No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or such Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Purchaser. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance purchase by such Purchaser of the transactions contemplated by this Agreement have Securities hereunder has been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party of this Agreement and the Registration Rights Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies. (b) Own AccountInvestment Intent. Such Purchaser understands and acknowledges that none of the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and Act. Such Purchaser is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation thereof, without prejudice, however, to such Purchaser's right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such Securities pursuant to an effective registration statement under the Securities Act or any applicable state securities law, has no present intention of distributing any of under an exemption from such Securities in violation of the Securities Act or any applicable state securities law registration and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation . Nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold Securities for any period of the Securities Act or any applicable state securities lawtime. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:follows (unless as of a specific date therein, in which case they shall be accurate as of such date): (a) Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "“restricted securities" ” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understanding understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser's ’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser herebyof the Purchasers, for itself severally and for no other Purchasernot jointly, represents and warrants as of the date hereof to, and as of the Closing Date to covenants and agrees with, the Company as follows, it being acknowledged and agreed by each such Purchaser that the Company is relying upon such representations and warranties and covenants for the purpose of making and undertaking the representations, warranties and covenants set forth in Section 3.1 and Article V of this Agreement and in the issuance and sale of the Notes hereunder: (a) Organization; Authority. Such Purchaser is an entity duly organizedThe Note and Warrants to be acquired by it pursuant to the Offering Documents (i) are being acquired for its own account and with no intention of distributing or reselling such Note or Warrants or any part thereof (except in compliance with the Act and the Offering Documents) and (ii) have not been, validly existing and in good standing will not be, registered under the laws Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such PurchaserAct, and when delivered by each Purchaser acknowledges that the Note and Warrants may not be sold, transferred, pledged or hypothecated unless such Purchaser sale, transfer, pledge or hypothecation is pursuant to an effective registration statement covering such Note and Warrants and filed in accordance with the terms hereofAct or is exempt from such registration in the opinion of counsel reasonably acceptable to the Company. (b) That it is an "accredited investor" as defined in Rule 501(a) under the Act (c) That (i) it is authorized, will constitute and has all requisite power and authority, to execute and deliver this Agreement and perform the obligations and duties created hereby; (ii) this Agreement has been duly and validly executed by it and constitutes its valid and legally binding obligation of such Purchaserobligation, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and ; (iii) insofar as indemnification the purchase of the Note and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have Warrants does not been registered under the Securities Act violate its charter, by-laws, partnership agreement, agreement of trust or similar document or any applicable state securities law or regulation to which it is subject; (iv) it has had a full opportunity to request from the Company and is acquiring to review and has received all information which it deems relevant in making a decision to purchase the Securities as principal for Notes and Warrants being purchased or to be purchased by it hereunder and the Conversion Shares, (v) it will comply with the restrictions on transferability of the Warrants and the Conversion Shares contained in the Securityholders' Agreement, (vi) it has the experience in making investments to make its own account investment decision, (vii) it is able to withstand the total loss of its investment in the Company and not (viii) it acknowledges that it has made its investment decision with a view respect to or for distributing or reselling such Securities or any part thereof in violation all of the Securities Act or Notes being purchased and to be purchased by it hereunder and further acknowledges that it is not entitled to any applicable state securities law, has no present intention of distributing any of such Securities further disclosure in violation of connection with the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such PurchaserCompany's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiesrequiring Advances hereunder.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, MAG represents and warrants as of the date hereof and as of the Closing Date to the Company that the Securities to be acquired by it hereunder (including the Common Stock andthe Warrant Shares that it may acquire upon exercise of the Warrants) are being acquired for its own account for investment and with no intention of distributing or reselling such Securities (including the Common Stock and the Warrant Shares that it may acquire upon conversion or exercise thereof, as follows: (athe case may be) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and or any part thereof or interest therein in good standing under any transaction which would be in violation of the securities laws of the jurisdiction United States of its organization with full rightAmerica or any State. Nothing in this Agreement, corporate however, shall prejudice or partnership power and authority otherwise limit a Purchaser's right to enter into and to consummate the transactions contemplated by the Transaction Documents and sell or otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser dispose of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the any part of such PurchaserCommon Stock or Warrant Shares under an effective registration statement under the Securities Act and in compliance with applicable state securities laws or under an exemption from such registration. By executing this Agreement, each Purchaser further represents that such Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any Person with respect to any of the Securities. Each Transaction Document to which it is a party has been duly executed by such Purchaser, Purchaser and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser MAG understands that the Securities are "restricted securities" (including the Common Stock and the Warrant Shares that it may acquire upon exercise of the Warrants) have not been registered under the Securities Act and may not be offered, resold, pledged or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view otherwise transferred except (a) pursuant to or for distributing or reselling such Securities or any part thereof in violation of an exemption from registration under the Securities Act (and, if requested by the Company, based upon an opinion of counsel acceptable to the Company) or any applicable state securities law, has no present intention of distributing any of such Securities in violation of pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States and other jurisdictions. Each Purchaser and MAG agrees to the imprinting, so long as appropriate, of the following legend on the Securities (including the Common Stock and the Warrant Shares that it may acquire upon exercise of the Warrants): The shares of stock evidenced by this certificate have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered, sold, pledged or any applicable state securities law and has no arrangement or understanding with any other persons regarding otherwise transferred ("transferred") in the distribution absence of such Securities (this representation registration or an applicable exemption therefrom. In the absence of such registration, such shares may not be transferred unless, if the Company requests, the Company has received a written opinion from counsel in form and warranty not limiting such Purchaser's right to sell the Securities pursuant substance satisfactory to the Registration Statement or otherwise Company stating that such transfer is being made in compliance with all applicable federal and state securities laws) in violation . The legend set forth above may be removed if and when the Common Stock or the Warrant Shares, as the case may be, are disposed of pursuant to an effective registration statement under the Securities Act or in the opinion of counsel to the Company experienced in the area of United States Federal securities laws such legends are no longer required under applicable requirements of the Securities Act. The Common Stock, the Warrants, the and the Warrant Shares shall also bear any other legends required by applicable Federal or state securities laws, which legends may be removed when in the opinion of counsel to the Company experienced in the applicable securities laws, the same are no longer required under the applicable requirements of such securities laws. The Company agrees that it will provide each Purchaser, upon request, with a substitute certificate, not bearing such legend at such time as such legend is no longer applicable. Each Purchaser agrees that, in connection with any transfer of the Common Stock or the Warrant Shares by it pursuant to an effective registration statement under the Securities Act, such Purchaser will comply with all prospectus delivery requirements of the Securities Act. The Company makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of the Common Stock, the Warrants, or the Warrant Shares. Each Purchaser and MAG is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act. Neither Purchaser nor MAG learned of the opportunity to acquire Securities or any other security issuable by the Company through any form of general advertising or public solicitation. Each Purchaser and MAG represents and warrants to the Company that it has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, having been represented by counsel, and has so evaluated the merits and risks of such investment and is able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment. Each Purchaser represents and warrants to the Company that (i) the purchase of the Securities to be purchased by it has been duly and properly authorized and this Agreement has been duly executed and delivered by it or on its behalf and constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; (ii) the purchase of the Securities to be purchased by it does not conflict with or violate its charter, by-laws or any law, regulation or court order applicable to it; and (iii) the purchase of the Securities to be purchased by it does not impose any penalty or other onerous condition on the Purchaser under or pursuant to any applicable state securities lawlaw or governmental regulation. Such Each Purchaser is acquiring and MAG represents and warrants to the Securities hereunder in the ordinary course Company that neither it nor any of its business. Such Purchaser does not have any agreement directors, officers, employees, agents, partners, members, controlling persons or understandingshareholders holding 5% or more of the Common Stock outstanding on the Closing Date, has taken or will take, directly or indirectly, with any Person actions designed, or might reasonably be expected to distribute any cause or result in the stabilization or manipulation of the price of the Common Stock. Each Purchaser and MAG acknowledges it or its representatives have reviewed the Disclosure Documents and further acknowledges that it or its representatives have been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and the Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the Securities; and (iii) the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy and completeness of the information contained in the Disclosure Documents. Each Purchaser and MAG represents and warrants to the Company that it has based its investment decision solely upon the information contained in the Disclosure Documents and such other information as may have been provided to it or its representatives by the Company in response to their inquiries, and has not based its investment decision on any research or other report regarding the Company prepared by any third party ("Third Party Reports"). Each Purchaser understands and acknowledges that (i) the Company does not endorse any Third Party Reports and (ii) its actual results may differ materially from those projected in any Third Party Report. Each Purchaser and MAG understands and acknowledges that (i) any forward-looking information included in the Disclosure Documents supplied to Purchaser by the Company or its management is subject to risks and uncertainties, including those risks and uncertainties set forth in the Disclosure Documents; and (ii) the Company's actual results may differ materially from those projected by the Company or its management in such forward-looking information. Each Purchaser and MAG understands and acknowledges that (i) the Securities are offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption depends in part on, and that the Company and its counsel will rely upon, the accuracy and truthfulness of the foregoing representations and Purchaser hereby consents to such reliance.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself hereby makes the following representations and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date warranties to the Company as followsCompany: (a) Organization; Authority. Such The Purchaser is an entity duly organized, validly existing and in good standing under has the laws of the jurisdiction of its organization with full right, corporate or partnership requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by the Transaction Documents hereby and otherwise to carry out its obligations hereunder and thereunderhereunder. The executionNo consent, delivery approval or agreement of any individual or entity is required to be obtained by the Purchaser in connection with the execution and performance by such the Purchaser of the transactions contemplated by this Agreement have been duly authorized or the execution and performance by all necessary corporate the Purchaser of any agreements, instruments or similar action on the part of such Purchaser. Each Transaction Document to which it is a party other obligations entered into in connection with this Agreement. (b) This Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the Purchaser. This Agreement constitutes a valid and legally binding obligation of such Purchaser, the Purchaser enforceable against it the Purchaser in accordance with its terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other laws equitable principles of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawapplication. (bc) Own AccountThe Purchaser is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Purchaser is able to bear the economic risk of an investment in the Securities. (d) The Purchaser represents that its Securities are being acquired for its own account, for investment and not with a view to the distribution or resale thereof. Such The Purchaser understands that the such Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law or “blue sky” laws by reason of their issuance in a transaction exempt from the registration requirements thereunder and may not be resold unless a subsequent disposition thereof is acquiring the Securities as principal for its own account and not with a view to registered thereunder or for distributing or reselling such Securities or any part thereof in violation is exempt from registration thereunder. As evidence of the Securities Act restriction on transfer, the following legend (or a substantially similar legend) will be placed on the certificate or certificates evidencing the Securities: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.” The Company may give appropriate stop-transfer instructions to any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of transfer agent for the Securities.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself severally and for no other Purchasernot jointly, represents and warrants to Issuer as of the date hereof such Person becomes a Purchaser and as of the Closing Date to the Company as followsDate, that: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under standing, and has the laws of the jurisdiction of its organization with full rightpower, corporate or partnership power authority and authority capacity to enter into execute and deliver this Agreement, to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out perform its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this hereunder. (b) This Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereofand constitutes a legal, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it the Purchaser in accordance with its terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of general application affecting enforcement whether such enforceability is considered in a proceeding in equity or at law). (c) This Agreement will not violate, conflict with or result in a breach of creditors' rights generallyor default under (i) such Purchaser’s organizational documents, (ii) as limited any agreement or instrument to which such Purchaser is a party or by laws relating to the availability which such Purchaser or any of specific performanceits assets are bound, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by any laws, regulations or governmental or judicial decrees, injunctions or orders applicable lawto such Purchaser. (bd) Own Account. Such Each of the Notes to be received by such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal hereunder will be acquired for its such Purchaser’s own account account, and not with a view to the resale or for distributing or reselling such Securities or distribution of any part thereof in violation of the Securities Act Act, except pursuant to sales registered or any applicable state securities lawexempted under the Securities Act, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing any of such Securities the same in violation of the Securities Act without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution part of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise Notes in compliance with applicable federal and state securities laws. (e) Such Purchaser can bear the economic risk and complete loss of its investment in violation the Notes and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. (f) Such Purchaser has had an opportunity to receive, review and understand all information related to Issuer requested by it and to ask questions of and receive answers from Issuer regarding Issuer, its Subsidiaries, its business and the terms and conditions of the offering of the Notes, and has conducted and completed its own independent due diligence. (g) Based on the information such Purchaser has deemed appropriate, it has independently made its own analysis and decision to enter into the Note Documents. (h) Such Purchaser understands that the Notes are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Issuer 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. Such Purchaser understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of Issuer or the purchase of the Notes. (i) Such Purchaser is (i) an “accredited investor” as defined in Regulation D promulgated under the Securities Act, (ii) an institutional account as defined in FINRA Rule 4512(c), (iii) an Eligible Investor, (iv) not acting on behalf of, or for the benefit of, any person who is not an Eligible Investor, and (v) is not acquiring the Notes (or shares of Common Stock issuable upon conversion of the Notes) with the purpose of selling or transferring, or granting, issuing, or transferring interests in, or options over, the Notes (or shares of Common Stock issuable upon conversion of the Notes) within 12 months of their purchase or issuance other than to an Eligible Investor. (j) The Purchasers agree that the Notes and the shares of Common Stock issuable upon conversion of the Notes may not be sold or transferred unless (i) such Notes or the shares of Common Stock issuable upon conversion of the Notes are sold or transferred pursuant to an effective registration statement pursuant to the Securities Act and disclosure document pursuant to the Corporations ▇▇▇ ▇▇▇▇ (Cth), (ii) such Notes or the shares of Common Stock issuable upon conversion of the Notes are sold or transferred in accordance with to Rule 144 or any other exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Corporations ▇▇▇ ▇▇▇▇ (Cth), (iii) the Issuer has received an opinion of counsel reasonably satisfactory to it that such sale or transfer may lawfully be made without registration under the Securities hereunder in Act or without disclosure under the ordinary course Corporations ▇▇▇ ▇▇▇▇ (Cth), or (iv) Notes or the shares of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any Common Stock issuable upon conversion of the SecuritiesNotes are transferred without consideration to an affiliate of such holder or a custodial nominee.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, severally represents and warrants as of the date hereof and as of the Closing Date to the Company as followsthat: (a) Organization; Authority. Such Purchaser it is an entity duly organized, validly existing and in good standing "accredited investor" within the meaning of Rule 501 under the laws Securities Act and was not organized for the specific purpose of acquiring the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.Shares; (b) Own Account. Such Purchaser it has sufficient knowledge and 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; (d) the Shares being purchased by it are being acquired for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; (e) it understands that (i) the Securities are "restricted securities" Shares and the Conversion Shares have not been registered under the Securities Act or any applicable state securities law and is acquiring by reason of their issuance in a transaction exempt from the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation registration requirements of the Securities Act pursuant to Section 4(2) thereof or any applicable state securities lawRule 505 or 506 promulgated under the Securities Act, has no present intention of distributing any of such Securities in violation of (ii) the Shares and, upon conversion thereof, the Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Shares and the Conversion Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; and (f) if it sells any applicable state securities law Shares or Conversion Shares pursuant to Rule 144A promulgated under the Securities Act, it will take all necessary steps in order to perfect the exemption from registration provided thereby, including (i) obtaining on behalf of the Company information to enable the Company to establish a reasonable belief that the purchaser is a qualified institutional buyer and (ii) advising such purchaser that Rule 144A is being relied upon with respect to such resale. (g) the Purchaser has no contract, arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant broker, finder or similar agent with respect to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiestransactions contemplated by this Agreement.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full the requisite right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities lawlaws, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law laws and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities lawlaws. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: follows (unless as of a specific date therein, in which case they shall be accurate as of such date): (a) Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. . (b) Own AccountUnderstandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that the Securities Warrants and the Warrant Shares are "“restricted securities" ” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the such Securities as principal for his, her or its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understanding understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser's ’s right to sell the such Securities pursuant to the Registration Statement a registration statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities).

Representations and Warranties of the Purchasers. (a) Each Purchaser hereby, for itself and for no other Purchaser, MAG represents and warrants as of the date hereof and as of the Closing Date to the Company that the Securities to be acquired by it hereunder (including the Conversion Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as follows: the case may be) are being acquired for its own account for investment and with no intention of distributing or reselling such Securities (aincluding the Conversion Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and or any part thereof or interest therein in good standing under any transaction which would be in violation of the securities laws of the jurisdiction United States of its organization with full rightAmerica or any State. Nothing in this Agreement, corporate however, shall prejudice or partnership power and authority otherwise limit a Purchaser's right to enter into and to consummate the transactions contemplated by the Transaction Documents and sell or otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser dispose of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the any part of such PurchaserConversion Shares or Warrant Shares under an effective registration statement under the Securities Act and in compliance with applicable state securities laws or under an exemption from such registration. Each Transaction Document to which it is a party has been duly executed by such PurchaserBy executing this Agreement, and when delivered by each Purchaser further represents that such Purchaser in accordance does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any person with respect to any of the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawSecurities. (b) Own Account. Such Each Purchaser and MAG understands that the Securities are "restricted securities" (including the Conversion Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be) have not been registered under the Securities Act and may not be offered, resold, pledged or any applicable state securities law and is acquiring otherwise transferred except (a) pursuant to an exemption from registration under the Securities Act (and, if requested by the Company, based upon an opinion of counsel acceptable to the Company) or pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States and other jurisdictions. Each Purchaser and MAG agrees to the imprinting, so long as principal for its own account appropriate, of the following legend on the Securities (including the Conversion Shares and not with a view the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be): THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ("TRANSFERRED") IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. IN THE ABSENCE OF SUCH REGISTRATION, SUCH SHARES MAY NOT BE TRANSFERRED UNLESS, IF THE COMPANY REQUESTS, THE COMPANY HAS RECEIVED A WRITTEN OPINION FROM COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS. The legend set forth above may be removed if and when the Conversion Shares or the Warrant Shares, as the case may be, are disposed of pursuant to or for distributing or reselling such Securities or any part thereof in violation of an effective registration statement under the Securities Act or any in the opinion of counsel to the Company experienced in the area of United States Federal securities laws such legends are no longer required under applicable state securities law, has no present intention of distributing any of such Securities in violation requirements of the Securities Act or any applicable state securities law Act. The Series A Stock, the Warrants, the Conversion Shares and has no arrangement or understanding with the Warrant Shares shall also bear any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement legends required by applicable Federal or otherwise in compliance with applicable federal and state securities laws) , which legends may be removed when in violation the opinion of counsel to the Company experienced in the applicable securities laws, the same are no longer required under the applicable requirements of such securities laws. The Company agrees that it will provide each Purchaser, upon request, with a substitute certificate, not bearing such legend at such time as such legend is no longer applicable. Each Purchaser agrees that, in connection with any transfer of the Conversion Shares or the Warrant Shares by it pursuant to an effective registration statement under the Securities Act, such Purchaser will comply with all prospectus delivery requirements of the Securities Act. The Company makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of the Series A Stock, the Warrants, the Conversion Shares or the Warrant Shares. (c) Each Purchaser and MAG is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act. Neither Purchaser nor MAG learned of the opportunity to acquire Securities or any applicable state securities law. Such other security issuable by the Company through any form of general advertising or public solicitation. (d) Each Purchaser and MAG represents and warrants to the Company that it has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, having been represented by counsel, and has so evaluated the merits and risks of such investment and is acquiring able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment. (e) Each Purchaser represents and warrants to the Company that (i) the purchase of the Securities hereunder to be purchased by it has been duly and properly authorized and this Agreement has been duly executed and delivered by it or on its behalf and constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; (ii) the ordinary course purchase of the Securities to be purchased by it does not conflict with or violate its charter, by-laws or any law, regulation or court order applicable to it; and (iii) the purchase of the Securities to be purchased by it does not impose any penalty or other onerous condition on the Purchaser under or pursuant to any applicable law or governmental regulation. (f) Each Purchaser and MAG represents and warrants to the Company that neither it nor any of its business. Such Purchaser does not have any agreement directors, officers, employees, agents, partners, members, controlling persons or understandingshareholders holding 5% or more of the Common Stock outstanding on the Closing Date, has taken or will take, directly or indirectly, with any Person actions designed, or might reasonably be expected to distribute any cause or result in the stabilization or manipulation of the price of the Common Stock. (g) Each Purchaser and MAG acknowledges it or its representatives have reviewed the Disclosure Documents and further acknowledges that it or its representatives have been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and the Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the Securities; and (iii) the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy and completeness of the information contained in the Disclosure Documents. (h) Each Purchaser and MAG represents and warrants to the Company that it has based its investment decision solely upon the information contained in the Disclosure Documents and such other information as may have been provided to it or its representatives by the Company in response to their inquiries, and has not based its investment decision on any research or other report regarding the Company prepared by any third party ("THIRD PARTY REPORTS"). Each Purchaser understands and acknowledges that (i) the Company does not endorse any Third Party Reports and (ii) its actual results may differ materially from those projected in any Third Party Report. (i) Each Purchaser and MAG understands and acknowledges that (i) any forward-looking information included in the Disclosure Documents supplied to Purchaser by the Company or its management is subject to risks and uncertainties, including those risks and uncertainties set forth in the Disclosure Documents; and (ii) the Company's actual results may differ materially from those projected by the Company or its management in such forward-looking information. (j) Each Purchaser and MAG understands and acknowledges that (i) the Securities are offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption depends in part on, and that the Company and its counsel will rely upon, the accuracy and truthfulness of the foregoing representations and Purchaser hereby consents to such reliance.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself severally and for no other Purchasernot jointly, represents and warrants to the Borrower as of the date hereof and as of the Closing Agreement Date to the Company as followsthat: (a) Organization; Authority. Such Purchaser is an entity duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. formation. (b) Each Transaction Note Document to which it is a party has been duly authorized, executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute and constitutes the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) as limited by general equitable principles and applicable insolvency, bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting enforcement of creditors' ’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief applicable equitable principles (whether considered in a proceeding at law or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawin equity). (bc) Own Account. Such Purchaser understands that has full power and authority to purchase the Securities are "restricted securities" Notes and have not been registered to enter into and perform its other obligations under each of the Securities Act or any applicable state securities law Note Documents and is acquiring carry out the Securities as principal other transactions contemplated thereby. (d) Each of the Notes and Conversion Shares to be received by such Purchaser hereunder will be acquired for its such Purchaser’s own account account, and not with a view to the resale or for distributing or reselling such Securities or distribution of any part thereof in violation of the Securities Act Act, except pursuant to sales registered or any applicable state securities lawexempted under the Securities Act, and such Purchaser has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, or present intention of selling, granting any participation in, or otherwise distributing the Notes or Conversion Shares in violation of applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold the Securities for any period of time and such Purchaser reserves the right to dispose of the Securities at any time in accordance with any Person or pursuant to distribute any a registration statement or an exemption under the Securities Act. Notwithstanding anything herein to the contrary, the Purchasers may not sell, dispose of or transfer the Notes, except as provided in Section 7.5 and in accordance with the terms of the Notes. (e) Such Purchaser can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. (f) Such Purchaser understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Borrower and Parent 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. (g) Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Borrower and Parent relying in part upon the truth and accuracy of, and such Purchasers’ compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities. (h) Such Purchaser did not learn of the investment in the Securities as a result of any general solicitation or general advertising. (i) Such Purchaser is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act. (j) Such Purchaser confirms that it is not relying on any statement (written or oral), representation or warranty made by, or on behalf of, Parent or Note Parties or any of their respective affiliates or agents as investment, tax or other advice or as a recommendation to purchase the Notes. Neither Parent nor the Note Parties nor any of their respective affiliates or agents is acting or has acted as an advisor to such Purchaser in deciding whether to purchase the Notes. (k) In deciding to purchase the Notes, such Purchaser is not relying on the advice or recommendations of Parent or the Note Parties, or their respective affiliates or agents, and has made its own independent decision that the terms of the Notes are suitable and appropriate for it. (l) Such Purchaser is familiar with the business and financial condition and operations of Parent and the Note Parties and has had the opportunity to conduct its own investigation of Parent and the Note Parties. Such Purchaser has had access to and reviewed the SEC Reports and such other information concerning Parent and the Note Parties it deems necessary to enable it to make an informed investment decision concerning the Notes. Such Purchaser has been offered the opportunity to ask questions of Parent and the Note Parties and received answers thereto, as it deems necessary to enable it to make an informed investment decision concerning the Notes. (m) Such Purchaser acknowledges that the terms of the Notes have been mutually negotiated between Parent and the Note Parties. Such Purchaser was given a meaningful opportunity to negotiate the terms of the Notes. Such Purchaser had a sufficient amount of time to consider whether to purchase the Notes, and none of Parent or the Note Parties, or any of their respective affiliates or agents, has placed any pressure on such Purchaser to respond to the opportunity to purchase the Notes. (n) Each Purchaser represents that it is not an Affiliate (as defined in the Revolving Credit Facility) for purposes of the Revolving Credit Facility.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing 5.1 This Agreement and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action and validly authorized, executed and delivered on the part behalf of such Purchaser. Each Transaction Document to which it is a party has been duly executed by Purchaser and are valid and binding agreements of such Purchaser, and when delivered by Purchaser enforceable against such Purchaser in accordance with the their terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or similar laws affecting creditors’ and other laws contracting parties’ rights generally and except as enforceability may be subject to general principles of general application affecting equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except to the extent enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as Purchaser’s indemnification and contribution provisions obligations set forth in the Registration Rights Agreement may be limited by applicable lawfederal or state securities laws or the public policy underlying such laws. 5.2 The Purchaser represents and warrants to, and covenants with, the Company that: (bi) Own Account. Such the Purchaser understands is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the Securities are "restricted securities" purchase of the Notes, including investments in securities issued by KiOR and have not been registered under comparable entities, and has had the Securities Act or any applicable state securities law opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Notes; (ii) the Purchaser is acquiring the Securities as principal Notes set forth in Article 1 above in the ordinary course of its business and for its own account for investment only and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act Notes or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities Notes; (iii) the Purchaser has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Notes; (iv) the Purchaser has had an opportunity to discuss this representation investment with representatives of KiOR and warranty not limiting such Purchaser's right to sell ask questions of them; (v) the Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities pursuant to Act; and (vi) the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understandingwill not, directly or indirectly, with offer, sell, pledge, transfer or otherwise dispose of (or solicit any Person offers to distribute buy, purchase or otherwise acquire to take a pledge of) any of the SecuritiesNotes except in compliance with the Securities Act, the Rules and Regulations, and applicable state securities laws. 5.3 The Purchaser understands that the Notes are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Notes. 5.4 The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Notes. 5.5 The Purchaser’s principal executive offices are at the address set forth below the Purchaser’s name on the Schedule of Purchasers. 5.6 If the Purchaser is not a U.S. person (as defined in Securities Act Rule 902(k)), he, she or it also represents and warrants as follows: (A) Such Purchaser is not a U.S. person and is not acquiring the Notes for the account or benefit of any U.S. person. (B) Such Purchaser will not offer or sell the Notes to a U.S. person or to for the account or benefit of a U.S. person prior to the expiration of the six-month period after the date on which such Purchaser purchased such Notes. (C) Such Purchaser understands and acknowledges that the Notes have not been registered under the Securities Act and are being offered and transferred in reliance upon the exemptions provided in Regulation S of the Securities Act and the rules and regulations adopted thereunder. Accordingly, the Notes may not be offered or sold in the U.S. or to U.S. persons unless the securities are registered under the Securities Act, or an exemption for the regulation requirements is available. Furthermore, hedging transactions involving the Notes may not be conducted unless in compliance with the Securities Act. (D) Such Purchaser acknowledges and agrees that, notwithstanding anything in this Agreement to the contrary, the Company shall, and shall instruct its transfer agent to, refuse to register any transfer of Securities Act that is not made in accordance with the provisions of Regulation S, pursuant to registration under Securities Act or pursuant to an available exemption from registration required under the Securities Act.

Representations and Warranties of the Purchasers. (a) Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such that such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the acquiring Holdings Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for investment for its own account and not with a view to to, or for distributing resale in connection with, the distribution or reselling such Securities or any part other disposition thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of Act. Each Purchaser agrees that such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understandingwill not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any Holdings Securities (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any Holdings Securities), except in compliance with the Securities Act, the rules and regulations promulgated thereunder, applicable state securities laws and the provisions of this Agreement. Each Purchaser represents and warrants that no other person or entity will have any Person interest, beneficial or otherwise, in Holdings Securities acquired by such Purchaser hereby. (b) Each Purchaser acknowledges that such Purchaser has been advised that (i) Holdings Securities are not registered under the Securities Act, and Holdings has no obligation to distribute effectuate any such registration, (ii) Holdings Securities must be held indefinitely and such Purchaser must continue to bear the economic risk of the investment in Holdings Securities unless they are subsequently registered under the Securities Act or an exemption from such registration is available, (iii) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of any securities of Holdings, and Holdings has no obligation nor any intention to make such Rule available, (iv) when and if any Holdings Securities may be disposed of without registration in reliance on Rule 144, the amounts that may be disposed of may be limited in accordance with the terms and conditions of such Rule, (v) if the Rule 144 exemption is not available, public sale without registration will require compliance with Regulation D or some other exemption under the Securities Act, (vi) restrictive legends will be placed on the certificates representing Holdings Securities and (vii) a notation will be made in the appropriate records of Holdings indicating that Holdings Securities are subject to restrictions on transfer and, if Holdings should at some time in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to Holdings Securities. (c) Each Purchaser hereby covenants that if any Holdings Securities are disposed of by such Purchaser (i) in reliance upon Rule 144 under the Securities Act, such Purchaser shall deliver to Holdings at or prior to the time of such disposition an executed copy of Form 144 (if required by Rule 144) and such other documentation as Holdings may reasonably require in connection with such disposition or (ii) in reliance on Rule 144 or pursuant to another exemption from registration under the Securities Act, such Purchaser shall deliver to Holdings a legal opinion, reasonably satisfactory to Holdings, as to the availability of and compliance with such exemption. (d) Each Purchaser represents and warrants that (i) such Purchaser can afford to hold Holdings Securities for an indefinite period and to suffer the complete loss of its investment in Holdings Securities, (ii) it understands and has taken cognizance of all the risk factors related to its acquisition of Holdings Securities and (iii) such Purchaser's knowledge and experience in financial and business matters is such that it is capable of evaluating the merits and risks of acquiring Holdings Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) : Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate corporate, limited liability company or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate corporate, limited liability company, partnership or similar action on the part of such Purchaser. Each Transaction Document to which it is a party This Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its businessDistribution. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesShares, Warrants or Warrant Shares. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as followsthat: (a) Organization; Authority3.1 He is acquiring the Placement Warrants, and will acquire the Warrant Shares, for his own account, for investment purposes only. 3.2 He understands that an investment in the Placement Warrants and Warrant Shares involves a high degree of risk, and he has the financial ability to bear the economic risk of this investment in the Placement Warrants and Warrant Shares, including a complete loss of such investment. Such Purchaser He has adequate means for providing for his current financial needs and has no need for liquidity with respect to this investment. 3.3 He has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Placement Warrants and Warrant Shares and in protecting his own interest in connection with this transaction. 3.4 He understands that the Placement Warrants have not been, and the Warrant Shares will not be, registered under the Securities Act, or under any state securities laws. He is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on transfer on the Placement Warrants and Warrant Shares may result in his being required to hold the Placement Warrants and Warrant Shares for an indefinite period of time. 3.5 He is an entity duly organized, validly existing and in good standing “accredited investor” within the meaning of Regulation D under the laws Securities Act. 3.6 He agrees not to Transfer any of the jurisdiction Placement Warrants or the Warrant Shares except in accordance with Section 1 hereof and pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of its organization counsel to the Company any Transfer of the Placement Warrants or Warrant Shares by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, the Company may require the contemplated transferee to furnish the Company with an investment letter setting forth such information and agreements as may be reasonably requested by the Company to ensure compliance by such transferee with the Securities Act. 3.7 He has the full right, corporate or partnership power and authority to enter into this Agreement, and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it him in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. (a) Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company that the Securities to be acquired by it hereunder (including the Conversion Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as follows: the case may be) are being acquired for its own account for investment and with no intention of distributing or reselling such Securities (aincluding the Conversion Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and or any part thereof or interest therein in good standing under any transaction which would be in violation of the securities laws of the jurisdiction United States of its organization with full rightAmerica or any State. Nothing in this Agreement, corporate however, shall prejudice or partnership power and authority otherwise limit a Purchaser's right to enter into and to consummate the transactions contemplated by the Transaction Documents and sell or otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser dispose of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the any part of such PurchaserConversion Shares or Warrant Shares under an effective registration statement under the Securities Act and in compliance with applicable state securities laws or under an exemption from such registration. Each Transaction Document to which it is a party has been duly executed by such PurchaserBy executing this Agreement, and when delivered by each Purchaser further represents that such Purchaser in accordance does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any Person with respect to any of the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawSecurities. (b) Own Account. Such Each Purchaser understands that the Securities are "restricted securities" (including the Conversion Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be) have not been registered under the Securities Act and may not be offered, resold, pledged or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view otherwise transferred except (a) pursuant to or for distributing or reselling such Securities or any part thereof in violation of an exemption from registration under the Securities Act (and, if requested by the Company, based upon an opinion of counsel acceptable to the Company) or any applicable state securities law, has no present intention of distributing any of such Securities in violation of pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States and other jurisdictions. Each Purchaser agrees to the imprinting, so long as appropriate, of the following legend on the Securities (including the Conversion Shares and the Warrant Shares that it may acquire upon conversion or any applicable state securities law exercise thereof, as the case may be): The shares of stock evidenced by this certificate have not been registered under the U.S. Securities Act of 1933, as amended, and has no arrangement may not be offered, sold, pledged or understanding with any other persons regarding otherwise transferred ("transferred") in the distribution absence of such Securities (this representation registration or an applicable exemption therefrom. In the absence of such registration, such shares may not be transferred unless, if the Company requests, the Company has received a written opinion from counsel in form and warranty not limiting such Purchaser's right to sell the Securities pursuant substance satisfactory to the Registration Statement or otherwise Company stating that such transfer is being made in compliance with all applicable federal and state securities laws) in violation . The legend set forth above may be removed if and when the Conversion Shares or the Warrant Shares, as the case may be, are disposed of pursuant to an effective registration statement under the Securities Act or in the opinion of counsel to the Company experienced in the area of United States Federal securities laws such legends are no longer required under applicable requirements of the Securities Act. The Shares, the Conversion Shares and the Warrant Shares shall also bear any other legends required by applicable Federal or state securities laws, which legends may be removed when in the opinion of counsel to the Company experienced in the applicable securities laws, the same are no longer required under the applicable requirements of such securities laws. The Company agrees that it will provide each Purchaser, upon request, with a substitute certificate, not bearing such legend at such time as such legend is no longer applicable. Each Purchaser agrees that, in connection with any transfer of the Conversion Shares or the Warrant Shares by it pursuant to an effective registration statement under the Securities Act, such Purchaser will comply with all prospectus delivery requirements of the Securities Act. The Company makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of the Shares, the Conversion Shares or the Warrant Shares. (c) Each Purchaser is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act. (d) Each Purchaser represents and warrants to the Company that it has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, having been represented by counsel, and has so evaluated the merits and risks of such investment and is able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment. (e) Each Purchaser represents and warrants to the Company that (i) the purchase of the Securities to be purchased by it has been duly and properly authorized and this Agreement has been duly executed and delivered by it or on its behalf and constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principals of equity; (ii) the purchase of the Securities to be purchased by it does not conflict with or violate its charter, by-laws or any law, regulation or court order applicable to it; and (iii) the purchase of the Securities to be purchased by it does not impose any penalty or other onerous condition on Purchaser under or pursuant to any applicable state securities law. Such law or governmental regulation. (f) Each Purchaser is acquiring represents and warrants to the Securities hereunder in the ordinary course Company that neither it nor any of its business. Such Purchaser does not have any agreement directors, officers, employees, agents, partners, members, or understandingcontrolling persons has taken, directly or indirectly, with any Person actions designed, or might reasonably be expected to distribute any cause or result in the stabilization or manipulation of the price of the Common Stock. (g) Each Purchaser acknowledges it or its representatives have reviewed the Disclosure Documents and further acknowledges that it or its representatives have been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and the Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the Securities; and (iii) the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy and completeness of the information contained in the Disclosure Documents. (h) Each Purchaser represents and warrants to the Company that it has based its investment decision solely upon the information contained in the Disclosure Documents and such other information as may have been provided to it or its representatives by the Company in response to their inquiries, and has not based its investment decision on any research or other report regarding the Company prepared by any third party ("Third Party Reports"). Each Purchaser understands and acknowledges that (i) the Company does not endorse any Third Party Reports and (ii) its actual results may differ materially from those projected in any Third Party Report. (i) Each Purchaser understands and acknowledges that (i) any forward-looking information included in the Disclosure Documents supplied to Purchaser by the Company or its management is subject to risks and uncertainties, including those risks and uncertainties set forth in the Disclosure Documents; and (ii) the Company's actual results may differ materially from those projected by the Company or its management in such forward-looking information. (j) Each Purchaser understands and acknowledges that (i) the Securities are offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption depends in part on, and that the Company and its counsel will rely upon, the accuracy and truthfulness of the foregoing representations and Purchaser hereby consents to such reliance.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:follows (unless as of a specific date therein): (a) Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution, execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountUnderstandings or Arrangements. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act direct or any applicable state securities law and has no indirect arrangement or understanding understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's ’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants to the Seller as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is acquiring Securities for its own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act. (b) Such Purchaser understands that (i) the Securities have not been registered under the Securities Act or any state securities Laws, and (ii) the Securities may not be sold unless such disposition is registered under the Securities Act and applicable state securities Laws or is exempt from registration and/or regulation thereunder as the case may be. (c) Such Purchaser is an entity "Accredited Investor" (as defined in Rule 501(a) under the Securities Act). (d) Such Purchaser is duly organized, organized and validly existing and in good standing under the laws Laws of the jurisdiction of its organization with full right, corporate or partnership and has all power and authority to enter into this Agreement. (e) The execution and delivery of this Agreement has been duly authorized by all requisite corporate action on the part of such Purchaser, and this Agreement constitutes a legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser, in accordance with its terms, except to consummate the transactions contemplated extent that enforceability may be limited by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. bankruptcy, insolvency or other similar Laws affecting creditors' rights generally. (f) The execution, delivery and performance by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part thereby will not (a) violate any provision of such Purchaser. Each Transaction Document applicable Laws related to which it is a party has been duly executed by such either Purchaser, and when delivered by such Purchaser in accordance with the terms hereofor any of its properties or assets, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that violate the Securities are "restricted securities" and have not been registered under certificate of incorporation or the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation bylaws of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such either Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself severally and for no other Purchasernot jointly, represents and warrants as of the date hereof and as of the Closing Date to the Company as followsSeller that: (ai) Organization; Authority. Such Each Purchaser is an entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization with full right, corporate or partnership formation. Each Purchaser has all requisite power and authority to enter into this Agreement and to consummate carry out the transactions contemplated hereby, including, without limitation, the Sale and the payment of the purchase price to be paid by such Purchaser in connection with the Transaction Documents and otherwise to carry out its obligations hereunder and thereunderSale. The execution, delivery and performance by such Purchaser the Company of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the Sale and the payment of the purchase price to be paid by this Agreement such Purchaser in connection with the Sale, have been duly authorized and approved by all necessary corporate or similar action on action. This Agreement, when executed, will constitute the part legal, valid and binding obligations of such each Purchaser. Each Transaction Document to which it is a party has been duly executed The execution, delivery and performance of this Agreement by such each Purchaser, the Sale and when delivered the payment of the purchase price to be paid by such Purchaser in accordance connection with the terms hereofSale, will not conflict with, or result in a breach of any of the terms of, or constitute a default under, the valid and legally binding obligation organizational documents of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, . (ii) as limited by laws relating to It has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the availability merits and risks of specific performance, injunctive relief or other equitable remedies and an investment in the Securities. (iii) insofar It has made such independent investigation of the Company, its management, and related matters as indemnification it deems to be necessary or advisable in connection with an investment in the Securities; and contribution provisions may it has received all information and data which it believes to be limited by applicable lawnecessary in order to reach an informed decision as to the advisability of an investment in the Securities. (biv) Own Account. Such Purchaser understands The Securities are being acquired for investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (v) It has been advised that the Securities are "restricted securities" not being, and have not been been, registered under the Securities Act of 1933, as amended (the “Act”) on the grounds that this transaction is exempt under the Act as not involving any public offering. (vi) It has been advised that the Securities may not be sold or offered for sale in the absence of an effective registration statement as to the securities under the Act and any applicable state securities law acts or the availability of an exemption from the registration requirements under the Act and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention acts. (vii) It is an "accredited investor" within the meaning of distributing any of such Securities in violation of Rule 501 under the Act. (viii) It understands that the Securities will be "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Seller, respectively, 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 Act only in certain limited circumstances. It acknowledges that the securities must be held indefinitely unless subsequently registered under the Act or any applicable state securities law an exemption from such registration is available. It further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and has no arrangement or understanding with any other persons regarding manner of sale, the distribution of such Securities (this representation holding period for the Securities, and warranty not limiting such Purchaser's right to sell the Securities pursuant on requirements relating to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course Company, which are outside of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiescontrol.

Representations and Warranties of the Purchasers. (a) Each Purchaser hereby, represents for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: that (ai) Organization; Authority. Such Purchaser it is an entity duly organized, validly existing and accredited investor as defined in good standing Regulation D under the laws Securities Act, and (ii) by reason of its business and financial experience, and the business and financial experience of those persons, if any, retained by it to advise it with respect to its investment in the Securities, such Purchaser together with such advisers have such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risk of the jurisdiction prospective investment, and that it is purchasing the Securities for its own account or for one or more separate accounts maintained by it or for the account of its organization with full right, corporate one or partnership power and more institutional investors on whose behalf such Purchaser has authority to enter into make this representation for investment and not with a view to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser distribution thereof or with any present intention of distributing or selling any of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate Securities except in compliance with the Securities Act and except to one or similar action on more such institutional investors, provided that the part disposition of such Purchaser's or such investor's property shall at all times be within its control. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands and agrees that the Company's offer and sale of the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities may be resold only if registered pursuant to the Registration Statement provisions thereunder or otherwise in compliance with applicable federal and state securities lawsif an exemption from registration is available. (b) in violation Each Purchaser which is an insurance company represents, to the knowledge of such Purchaser, that no part of the Securities Act or any applicable state securities law. Such Purchaser is acquiring funds to be used by it to purchase the Securities hereunder to be purchased by such Purchaser constitutes assets allocated to any separate account maintained by such Purchaser that contains the assets of any Benefit Plan listed on Schedule 5.7 (or its related trust). Each Purchaser which is not an insurance company or an "investment company" (as defined in the ordinary course Investment Company Act of its business. Such Purchaser does not have any agreement or understanding1940, directly or indirectlyas amended) also represents, with any Person to distribute any the knowledge of such Purchaser, that no part of the Securitiesfunds to be used to purchase the Securities to be purchased by such Purchaser constitutes assets allocated to any trust or other entity which contains the assets of any Benefit Plan listed on Schedule 5.7. The representations made in the preceding sentences are made solely in reliance upon, and subject to, the accuracy of the Company's representations contained in Section 5.7 of this Agreement and the list of Benefit Plans shown on Schedule 5.7. As used in this section, the term "separate account" shall have the meaning assigned to it in Section 3(17) of ERISA.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants warrants, or acknowledges, as applicable, as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is (a) an entity duly organized, validly existing and in good standing “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Securities Act; (b) Own Account. Such Purchaser understands aware that the Securities are "restricted securities" and have not been registered sale of the Notes to it is being made in reliance on a private placement exemption from registration under the Securities Act or any applicable state securities law Act; and is (c) acquiring the Securities as principal for its own account and not with a view to towards, or for distributing resale in connection with, the public sale or reselling such Securities or any part distribution thereof in violation a manner that would violate the Securities Act; provided, however, that by making such representations herein, such Purchaser does not agree to hold any of the Securities Act for any minimum or any applicable state securities law, has no present intention of distributing any of such Securities in violation other specific term and reserves the right to dispose of the Securities Act at any time in accordance with or any applicable state securities law and has no arrangement pursuant to a registration statement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell an exemption under the Securities pursuant to Act. (b) Such Purchaser understands and agrees that the Registration Statement or otherwise Securities are being offered in compliance with applicable federal and state securities laws) in violation a transaction not involving any public offering within the meaning of the Securities Act, that such Securities have not been and will not be registered under the Securities Act and that such Notes may be offered, resold, pledged or otherwise transferred only (a) pursuant to an exemption from registration under the Securities Act, including the exemption provided by Rule 144 thereunder (if available), (b) pursuant to an effective registration statement under the Securities Act (which the Purchasers acknowledge the Issuers have no obligation to furnish), or (c) to the Issuers or one of their respective Subsidiaries, in each of cases (a) through (c) above in accordance with any applicable state securities law. laws of any State of the United States, and that it will notify any subsequent Purchasers of Securities from it of the resale restrictions referred to above, as applicable. (c) Such Purchaser (a) is acquiring able to fend for itself in the transactions contemplated by this Agreement, (b) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities hereunder in and (c) has the ordinary course ability to bear the economic risks of its business. prospective investment and can afford the complete loss of such investment. (d) Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any acknowledges that (a) it has conducted its own investigation of the Issuers and the terms of the Securities, (b) it has had access to such financial and other information as it deems necessary to make its decision to purchase the Securities and that the information provided is the only information provided by the Issuers and (c) it has been offered the opportunity to ask questions of the Issuer and received answers thereto, as it deemed necessary in connection with the decision to purchase the Securities. The foregoing, however, does not limit or modify the representations and warranties of the Issuers under this Agreement or the right of the Purchasers to rely in good faith thereon. (e) The Purchasers understand that the Issuers and their counsel will rely upon the truth and accuracy of the foregoing representations and acknowledgements.

Representations and Warranties of the Purchasers. (a) Each Purchaser hereby, for itself and for no other Purchaser, MAG represents and warrants as of the date hereof and as of the Closing Date to the Company that the Securities to be acquired by it hereunder (including the Conversion Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as follows: the case may be) are being acquired for its own account for investment and with no intention of distributing or reselling such Securities (aincluding the Conversion Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and or any part thereof or interest therein in good standing under any transaction which would be in violation of the securities laws of the jurisdiction United States of its organization with full rightAmerica or any State. Nothing in this Agreement, corporate however, shall prejudice or partnership power and authority otherwise limit a Purchaser’s right to enter into and to consummate the transactions contemplated by the Transaction Documents and sell or otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser dispose of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the any part of such PurchaserConversion Shares or Warrant Shares under an effective registration statement under the Securities Act and in compliance with applicable state securities laws or under an exemption from such registration. Each Transaction Document to which it is a party has been duly executed by such PurchaserBy executing this Agreement, and when delivered by each Purchaser further represents that such Purchaser in accordance does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any Person with respect to any of the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawSecurities. (b) Own Account. Such Each Purchaser and MAG understands that the Securities are "restricted securities" (including the Conversion Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be) have not been registered under the Securities Act and may not be offered, resold, pledged or any applicable state securities law and is acquiring otherwise transferred except (a) pursuant to an exemption from registration under the Securities Act (and, if requested by the Company, based upon an opinion of counsel acceptable to the Company) or pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States and other jurisdictions. Each Purchaser and MAG agrees to the imprinting, so long as principal for its own account appropriate, of the following legend on the Securities (including the Conversion Shares and not with a view the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be): The legend set forth above may be removed if and when the Conversion Shares or the Warrant Shares, as the case may be, are disposed of pursuant to or for distributing or reselling such Securities or any part thereof in violation of an effective registration statement under the Securities Act or any in the opinion of counsel to the Company experienced in the area of United States Federal securities laws such legends are no longer required under applicable state securities law, has no present intention of distributing any of such Securities in violation requirements of the Securities Act or any applicable state securities law Act. The Series B Stock, the Warrants, the Conversion Shares and has no arrangement or understanding with the Warrant Shares shall also bear any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement legends required by applicable Federal or otherwise in compliance with applicable federal and state securities laws) , which legends may be removed when in violation the opinion of counsel to the Company experienced in the applicable securities laws, the same are no longer required under the applicable requirements of such securities laws. The Company agrees that it will provide each Purchaser, upon request, with a substitute certificate, not bearing such legend at such time as such legend is no longer applicable. Each Purchaser agrees that, in connection with any transfer of the Conversion Shares or the Warrant Shares by it pursuant to an effective registration statement under the Securities Act, the Purchaser will comply with all prospectus delivery requirements of the Securities Act. The Company makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of the Series B Stock, the Warrants, the Conversion Shares or the Warrant Shares. (c) Each Purchaser and MAG is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act. Neither Purchaser nor MAG learned of the opportunity to acquire Securities or any applicable state securities law. Such other security issuable by the Company through any form of general advertising or public solicitation. (d) Each Purchaser and MAG represents and warrants to the Company that it has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, having been represented by counsel, and has so evaluated the merits and risks of such investment and is acquiring able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment. (e) Purchaser represents and warrants to the Company that (i) the purchase of the Securities hereunder to be purchased by it has been duly and properly authorized and this Agreement has been duly executed and delivered by it or on its behalf and constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity; (ii) the ordinary course purchase of the Securities to be purchased by it does not conflict with or violate its charter, by-laws or any law, regulation or court order applicable to it; and (iii) the purchase of the Securities to be purchased by it does not impose any penalty or other onerous condition on the Purchaser under or pursuant to any applicable law or governmental regulation. (f) Each Purchaser and MAG represents and warrants to the Company that neither it nor any of its business. Such Purchaser does not have any agreement directors, officers, employees, agents, partners, members, controlling persons or understandingshareholders holding 5% or more of the Common Stock outstanding on the Closing Date, has taken or will take, directly or indirectly, with any Person actions designed, or might reasonably be expected to distribute any cause or result in the stabilization or manipulation of the price of the Common Stock. (g) Each Purchaser and MAG acknowledges it or its representatives have reviewed the Disclosure Documents and further acknowledges that it or its representatives have been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the Securities; and (iii) the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy and completeness of the information contained in the Disclosure Documents. (h) Each Purchaser and MAG represents and warrants to the Company that it has based its investment decision solely upon the information contained in the Disclosure Documents and such other information as may have been provided to it or its representatives by the Company in response to their inquiries, and has not based its investment decision on any research or other report regarding the Company prepared by any third party (“Third Party Reports”). Purchaser understands and acknowledges that (i) the Company does not endorse any Third Party Reports and (ii) its actual results may differ materially from those projected in any Third Party Report. (i) Each Purchaser and MAG understands and acknowledges that (i) any forward-looking information included in the Disclosure Documents supplied to Purchaser by the Company or its management is subject to risks and uncertainties, including those risks and uncertainties set forth in the Disclosure Documents; and (ii) the Company’s actual results may differ materially from those projected by the Company or its management in such forward-looking information. (j) Each Purchaser and MAG understands and acknowledges that (i) the Securities are offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption depends in part on, and that the Company and its counsel will rely upon, the accuracy and truthfulness of the foregoing representations and the Purchaser hereby consents to such reliance.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Agreements have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountInvestment Intent. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities lawthereof, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesSecurities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws).

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, severally represents and warrants as of the date hereof and as of the Closing Date to the Company as followsthat: (a) Organization; Authority. Such Purchaser it is an entity duly organized, validly existing and in good standing "accredited investor" within the meaning of Rule 501 under the laws Securities Act and was not organized for the specific purpose of acquiring the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.Preferred Shares; (b) Own Account. Such Purchaser it has sufficient knowledge and 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; (d) the Preferred Shares being purchased by it are being acquired for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; (e) it understands that (i) the Securities are "restricted securities" Preferred Shares and the Conversion Shares have not been registered under the Securities Act or any applicable state securities law and is acquiring by reason of their issuance in a transaction exempt from the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation registration requirements of the Securities Act pursuant to Section 4(2) thereof or any applicable state securities lawRule 505 or 506 promulgated under the Securities Act, has no present intention of distributing any of such Securities in violation of (ii) the Preferred Shares and, upon conversion thereof, the Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Preferred Shares and the Conversion Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; and (f) if it sells any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right Conversion Shares pursuant to sell Rule 144A promulgated under the Securities pursuant Act, it will take all necessary steps in order to perfect the Registration Statement or otherwise in compliance with applicable federal and state securities lawsexemption from registration provided thereby, including (i) in violation obtaining on behalf of the Securities Act or any applicable state securities law. Such Purchaser Company information to enable the Company to establish a reasonable belief that the purchaser is acquiring a qualified institutional buyer and (ii) advising such purchaser that Rule 144A is being relied upon with respect to such resale. (g) it is an "institutional investor" within the Securities hereunder in the ordinary course meaning of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any Section 4C of the SecuritiesIllinois Securities Law of 1953, as amended.

Representations and Warranties of the Purchasers. Each Purchaser herebyThe Purchasers hereby jointly and severally represent and warrant to, for itself and for no other Purchasercovenant and agree with, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser The Purchasers are "Accredited Investors" as that term is an entity duly organized, validly existing and defined in good standing Rule 501 (a) of Regulation D promulgated under the laws Securities Act of 1933, as amended (the jurisdiction of its organization with full right, corporate or partnership power and authority "Act"). (b) The Purchasers are duly authorized to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by execute this Agreement have been duly authorized by all necessary corporate or similar action on and this Agreement constitutes the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaserlegal, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, the Purchasers enforceable against it the Purchasers in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (bc) Own Account. Such Purchaser understands The Purchasers have been advised by the Company that none of the Purchased Shares have been registered under the Act, that the Securities Purchased Shares will be issued on the basis of the statutory exemption provided by Section 4(2) of the Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering and under similar exemptions under certain state securities laws, that this transaction has not been reviewed by, passed on or submitted to any federal or state agency or self-regulatory organization where an exemption is being relied upon, and that the Company's reliance thereon is based in part upon the representations made by the Purchasers in this Agreement. The Purchasers acknowledge that the Purchasers have been informed by the Company of, or are otherwise familiar with, the nature of the limitations imposed by the Act and the rules and regulations thereunder on the transfer of securities. The Purchasers acknowledges that the certificate or certificates evidencing the Purchased Shares shall bear the following or a substantially similar legend and other legends as may be required by state blue sky laws: "restricted securities" and The securities represented by this Certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933, as amended, and under applicable state securities law laws, unless the Issuer shall have received an opinion of counsel reasonably satisfactory to the Issuer that the securities represented by this certificate may be legally sold or distributed pursuant to exemptions from registration under the Securities Act of 1933, as amended, and is without registration under then applicable state and Federal laws." (d) The Purchasers are acquiring the Securities as principal Purchased Shares for its the Purchasers' own account accounts for investment and not with a view to or for distributing or reselling such Securities or any part the distribution thereof in violation of the Securities Act or any applicable state securities law, has and have no present intention of publicly distributing any the Purchased Shares. The Purchasers' financial conditions are such that the Purchasers are able to bear the risk of such Securities in violation holding the Purchased Shares for an indefinite period of time and to suffer the risk of loss of their entire investment. (e) The Purchasers are familiar with the business and affairs of the Securities Act or any applicable state securities law Company. The Purchasers have been given the opportunity to investigate and has no arrangement or understanding with any other persons ask questions regarding the distribution of such Securities (this representation Company, the Company's business, operations, strategy and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal financial results and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder have formed their own opinion regarding its investment in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesPurchased Shares.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself The Purchasers each hereby represent and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date warrant to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized3.1 It has carefully considered and has, validly existing to the extent the undersigned believes such discussion necessary, discussed with the undersigned's professional legal, tax, accounting and in good standing under the laws financial advisors, of the jurisdiction suitability of its organization with full right, corporate or partnership power an investment in the Preferred Stock for the undersigned's particular tax and authority to enter into financial situation and to consummate has determined that the transactions contemplated Preferred Stock being subscribed for by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser undersigned is a suitable investment for the undersigned. 3.2 Each of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except Purchasers acknowledges that (i) as limited by general equitable principles it has had the right to request copies of any documents, records, and applicable bankruptcy, insolvency, reorganization, moratorium books pertaining to this investment and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited any such documents, records and books which the undersigned requested have been made available for inspection by laws relating the undersigned and the undersigned's attorney, accountant or adviser. 3.3 Each of the Purchasers or its adviser has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and all such questions have been answered to the availability full satisfaction of specific performancethe undersigned. 3.4 It is not subscribing for Preferred Stock as a result of or after any advertisement, injunctive relief article, notice or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawcommunication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting. (b) Own Account. Such Purchaser understands that 3.5 It or its purchaser representative, as the case may be, has such knowledge and experience in financial, tax and business matters so as to enable the undersigned to use the information made available to the undersigned in connection with the offering to evaluate the merits and risks of an investment in the Preferred Stock and to make an informed investment decision with respect thereto. 3.6 It will not sell or otherwise transfer the Preferred Stock without registration under the Securities are "restricted securities" Act and have applicable state securities laws or an exemption therefrom. The Preferred Stock has not been registered under the Securities Act or under the securities laws of any applicable state securities law and state. Each of the Purchasers represents that it is acquiring purchasing the Securities as principal Preferred Stock for its own account account, for investment and not with a view to resale or for distribution except in compliance with the Securities Act. Neither EOF nor EOFC has offered or sold the Preferred Stock being acquired nor does it have any present intention of selling, distributing or reselling otherwise disposing of such Securities Preferred Stock either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any part thereof predetermined event or circumstance in violation of the Securities Act or any applicable state securities lawAct. Each of the Purchasers is aware that there is currently no market for the Preferred Stock, the Company has no present intention of distributing any of such Securities in violation of obligation to register the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities Preferred Stock subscribed for hereunder (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.except as may be required under

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself The Purchasers hereby makes the following representations and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date warranties to the Company as followsSeller: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under 3.3.1 The Purchasers have the laws of the jurisdiction of its organization with full right, corporate or partnership requisite power and authority to enter into and perform this Agreement and to consummate purchase the transactions contemplated by the Transaction Documents and otherwise shares being sold to carry out its obligations hereunder and thereunderit hereunder. The execution, delivery and performance of this Agreement by such Purchaser Purchasers and the consummation by it of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or similar action on the part authorization of such PurchaserPurchasers are required. Each Transaction Document to which it is a party This Agreement has been duly authorized, executed by such Purchaser, and when delivered by such Purchaser Purchasers and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Purchasers enforceable against such Purchasers in accordance with the terms hereofthereof. 3.3.2 The Purchasers are, and will constitute be at the valid time of the execution of this Agreement, an "accredited investor", as such term is defined in Regulation D promulgated by the Commission under the Securities Act of 1933, as amended (the "1933 Act"), is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable such Purchasers to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment. The Purchasers have the authority and is duly and legally binding obligation qualified to purchase and own shares of the Company. The Purchasers are able to bear the risk of such Purchaserinvestment for an indefinite period and to afford a complete loss thereof. The information set forth on the signature page hereto regarding the Purchasers is accurate. 3.3.3 On the Closing Date, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating such Purchasers will purchase the Acquired Shares pursuant to the availability terms of specific performancethis Agreement for its own account for investment only and not with a view toward, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawfor resale in connection with, the public sale or any distribution thereof. (b) Own Account. Such Purchaser understands 3.3.4 The Purchasers understand and agree that the Securities are "restricted securities" and Acquired Shares have not been registered under the Securities 1933 Act or any applicable state securities law and is acquiring laws, by reason of their Issuance in a transaction that does not require registration under the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any 1933 Act (based in part thereof in violation on the accuracy of the Securities representations and warranties of the Purchasers contained herein), and that such Acquired Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities lawlaws or is exempt from such registration. In any event, has no present intention and subject to compliance with applicable securities laws, the Purchasers may enter Into lawful hedging transactions in the course of distributing any hedging the position they assume and the Purchasers may also enter into lawful short positions or other derivative transactions relating to the Acquired Shares, or interests in the Acquired Shares, and deliver the Acquired Shares, or interests in the Acquired Shares, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Acquired Shares, or interests in the Acquired Shares, to third parties who in turn may dispose of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right these Acquired Shares. 3.3.5 The offer to sell the Securities pursuant Acquired Shares was directly communicated to such Purchasers by the Company. At no time were such Purchasers presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. 3.3.6 Such Purchasers represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless such Purchasers otherwise notifies the Company prior to the Registration Statement or otherwise in compliance with applicable federal Closing Date shall be true and state securities laws) in violation correct as of the Securities Act or any applicable state securities law. Such Purchaser is acquiring Closing Date. 3.3.7 The foregoing representations and warranties shall survive the Securities hereunder in the ordinary course Closing Date and for a period of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiesone year thereafter.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such If such Purchaser is an entity, such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full rightthe requisite corporate, corporate partnership, limited liability company or partnership other similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. If such Purchaser is a natural person, such Purchaser has the legal capacity to enter into and to consummate the transactions contemplated by the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The execution, execution and delivery and performance of each of the Transaction Documents to which it is a party by such Purchaser and the consummation by it of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate or, if such Purchaser is not a corporation, such partnership, limited liability company or similar action other applicable like action, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and is, or when delivered by such Purchaser in accordance with the terms hereof, will constitute the legal, valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other laws equitable principles of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. 5.1 Each Purchaser herebyhereby severally, for itself and for no other Purchasernot jointly, represents and warrants as of the date hereof and as of the Closing Date to the Company as followsthat: (a) Organization; Authority. Such Purchaser is an entity a duly organized, validly existing corporation, limited partnership or limited liability company and in good standing under the laws of the jurisdiction of its organization with full rightthe requisite corporate, corporate partnership or partnership limited liability company power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement. (b) Such Purchaser acknowledges that it can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. (c) Such Purchaser has had an opportunity to receive, review and understand all information related to the Company requested by it and to ask questions of and receive answers from the Company regarding the Company and its subsidiaries, its business and the terms and conditions of the offering of the Securities, and has conducted and completed its own independent due diligence. Such Purchaser acknowledges that the Company has made available the SEC Documents. Based on the information such Purchaser has deemed appropriate, and without reliance upon any placement agent, it has independently made its own analysis and decision to enter into the Transaction Documents. Such Purchaser is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the execution, delivery and performance of the Transaction Documents, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company, including but not limited to all business, legal, regulatory, accounting, credit and tax matters. (d) The Securities to be received by such Purchaser hereunder will be acquired for such Purchaser’s own account (or in the case of Invesco, the Invesco Funds’ account), not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Such Purchaser understands that the Securities are characterized as “restricted securities” under the U.S. 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, such Purchaser represents that it is familiar with Rule 144 under the Securities Act (“Rule 144”), as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunder. (e) Such Purchaser has determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Securities and participation in the transactions contemplated by the Transaction Documents (i) are consistent with its financial needs, objectives and condition, (ii) comply and are consistent with all investment policies, guidelines and other restrictions applicable to such Purchaser, (iii) do not and will not violate or constitute a default under such Purchaser’s charter, by-laws or other constituent document or under any law, rule, regulation, agreement or other obligation by which such Purchaser is bound and (iv) are a fit, proper and suitable investment for such Purchaser, notwithstanding the substantial risks inherent in investing in or holding the Securities. (f) The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement Transaction Documents to which such Purchaser is a party have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party and each has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it such Purchaser in accordance with its their respective terms, except (i) as limited by general equitable principles and applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application applicability, relating to or affecting enforcement of creditors' ’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (bg) Own Account. Such Purchaser understands that is an “accredited investor” within the Securities are "restricted securities" and have not been registered meaning of Rule 501(a) under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities lawAct. Such Purchaser is acquiring not a broker or dealer registered pursuant to Section 15 of the Securities hereunder Exchange Act (a “registered broker-dealer”) or an entity engaged in the ordinary course of its businessa business that would require it to be so registered and is not affiliated with a registered broker dealer or an entity engaged in a business that would require it to be so registered. Such Purchaser does is not have party to any agreement or understanding, directly or indirectly, with any Person to distribute for distribution of any of the Securities. (h) Such Purchaser shall have completed or caused to be completed and delivered to the Company at no later than the date hereof, the Purchaser Questionnaire and the Selling Stockholder Questionnaire for use in preparation of each of the registration statements meeting the requirements set forth in the Registration Rights Agreement and covering the resale by the Purchasers of the Registrable Securities (as defined in the Registration Rights Agreement) (each, a “Registration Statement”), and the answers to the Purchaser Questionnaire and the Selling Stockholder Questionnaire are true and correct in all material respects as of the date of this Agreement and will be true and correct as of each Closing and the effective date of each Registration Statement; provided, that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of each such Registration Statement. (i) Such Purchaser understands that no U.S. federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of the Company or the purchase of the Securities. (j) Such Purchaser has not taken any of the actions set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act (each a “Disqualification Event”). Purchaser hereby agrees that it shall notify the Company promptly in writing in the event a Disqualification Event becomes applicable to Purchaser or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes of this Subsection 3.12, “Rule 506(d) Related Party” shall mean a person or entity that is a beneficial owner of Purchaser’s securities for purposes of Rule 506(d) of the Securities Act. (k) Such Purchaser did not learn of the investment in the Securities as a result of any general solicitation or general advertising. (l) Such Purchaser’s residence (if an individual) or offices in which its investment decision with respect to the Securities was made (if an entity) are located at the address immediately below such Purchaser’s name on its signature page hereto. (m) Such Purchaser is aware that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of Common Stock and other activities with respect to the Common Stock by the Purchasers. Such Purchaser acknowledges that it shall not have any obligation with respect to any fees, or with respect to any claims made by or on behalf of other Persons for fees, in each case of the type contemplated by Section 4.26 that may be due in connection with the transactions contemplated by this Agreement or the Transaction Documents 5.2 Each Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser in connection with the purchase and sale of the Securities constitutes legal, tax or investment advice. Purchaser 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 Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof warrants, severally and as of the Closing Date to the Company not jointly, as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (iA) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and Notes have not been and will not be registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with Notes are being issued by the Issuer in a view to or for distributing or reselling such Securities or any part thereof in violation transaction exempt from the registration requirements of the Securities Act and (B) agrees that it will not sell all or any applicable state securities lawpart of the Notes and the Notes may not be offered or sold, has no present intention of distributing any of such Securities in violation of except pursuant to Section 2.07(b) or pursuant to effective registration statements under the Securities Act or any pursuant to applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell exemptions from registration under the Securities pursuant to the Registration Statement or otherwise Act and in compliance with applicable federal and state securities State laws; (b) in violation such Purchaser further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Purchaser) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts; (c) such Purchaser did not employ any broker or any applicable state securities lawfinder in connection with the transactions contemplated in this Agreement and no fees or commissions are payable to or by such Purchaser except as otherwise provided for in this Agreement; and (d) such Purchaser is an “Accredited Investor” (as defined in Rule 501(a) under the Securities Act). The financial position of such Purchaser is such that it can afford to bear the economic risk of holding the Notes. Such Purchaser is acquiring can afford to suffer the Securities hereunder complete loss of its investment in the ordinary course Notes. The knowledge and experience of its businesssuch Purchaser in financial and business matters is such that it is capable of evaluating the risks of the investment in the Notes. Such Purchaser does not have any agreement acknowledges that no representations, express or understandingimplied, directly are being made with respect to the Issuer or indirectly, with any Person to distribute any of its Subsidiaries, the SecuritiesNotes or otherwise, other than those expressly set forth herein.

Representations and Warranties of the Purchasers. (a) Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: that the Securities to be acquired by it hereunder (aincluding the Conversion Shares that it may acquire upon conversion thereof) Organization; Authority. Such Purchaser is an entity duly organized, validly existing are being acquired for its own account for investment and with no present intention of distributing or reselling such Securities (including the Conversion Shares that it may acquire upon conversion thereof) or any part thereof or interest therein in good standing under any transaction which would be in violation of the securities laws of the jurisdiction United States of its organization with full rightAmerica or any State. Nothing in this Agreement, corporate however, shall prejudice or partnership power and authority otherwise limit a Purchaser’s right to enter into and to consummate the transactions contemplated by the Transaction Documents and sell or otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser dispose of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the any part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by Conversion Shares under an effective registration statement under the Securities Act and in compliance with applicable state securities laws or under an exemption from such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawregistration. (b) Own Account. Such Each Purchaser understands that the Securities are "restricted securities" and Conversion Shares have not been registered under the Securities Act and may not be offered, resold, pledged or any applicable state securities law and is acquiring otherwise transferred except (a) pursuant to an exemption from registration under the Securities Act (and, if requested by the Company, based upon an opinion of counsel acceptable to the Company) or pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States and other jurisdictions. Each Purchaser agrees to the imprinting, so long as principal for its own account appropriate, of the following legend on the Securities (including the Conversion Shares that it may acquire upon conversion thereof): The legend set forth above may be removed if and not when the Securities or Conversion Shares are disposed of pursuant to an effective registration statement under the Securities Act or, in the opinion of counsel to the Company experienced in the area of United States Federal securities laws, such legends are no longer required under applicable requirements of the Securities Act. The Company agrees that it will provide each Purchaser, upon request, with a view substitute certificate, not bearing such legend at such time as such legend is no longer applicable. (c) Each Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act. None of the Purchasers learned of the opportunity to or for distributing or reselling such acquire Securities or any part thereof other security issuable by the Company through any form of general advertising or public solicitation. (d) Each Purchaser represents and warrants to the Company that it has such knowledge, sophistication and experience in violation business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, having been represented by counsel, and has so evaluated the merits and risks of such investment and is able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment. (e) Each Purchaser represents and warrants to the Company that the purchase of the Securities Act to be purchased by it has been duly and properly authorized and this Agreement has been duly executed and delivered by it or any applicable state securities lawon its behalf and constitutes the valid and legally binding obligation of the Purchaser, has no present intention enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of distributing general applicability relating to or affecting creditors’ rights generally and to general principles of equity. (f) Each Purchaser represents and warrants to the Company that neither it nor any of such Securities in violation of the Securities Act its directors, officers, employees, agents, partners, members, or any applicable state securities law and controlling persons has no arrangement taken, or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understandingwill take, directly or indirectly, with any Person actions designed, or that might reasonably be expected to distribute any cause or result in, the destabilization or manipulation of the price of the Common Stock. (g) Each Purchaser acknowledges it or its representatives have reviewed the SEC Documents and further acknowledges that it or its representatives have been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; and (ii) access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the Securities. (h) Each Purchaser represents and warrants to the Company that it has based its investment decision solely upon the information contained in the SEC Documents and such other information as may have been provided to it or its representatives by the Company in response to its inquiries, and has not based its investment decision on any research or other report regarding the Company prepared by any third party (“Third Party Reports”). Each Purchaser understands and acknowledges that (i) the Company does not endorse any Third Party Reports and (ii) its actual results may differ materially from those projected in any Third Party Report. (i) Each Purchaser understands and acknowledges that (i) any forward-looking information included in the SEC Documents is subject to risks and uncertainties, including those risks and uncertainties set forth in the SEC Documents; and (ii) the Company’s actual results may differ materially from those projected by the Company or its management in such forward-looking information. (j) Each Purchaser understands and acknowledges that (i) the Securities are offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption depends in part on, and that the Company and its counsel will rely upon, the accuracy and truthfulness of the foregoing representations and Purchaser hereby consents to such reliance. Each Purchaser also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Purchaser to transfer all or any portion of the Securities or Conversion Shares under the circumstances, in the amounts or at the times Purchaser might propose. (k) None of the Purchasers is a broker or dealer registered pursuant to Section 15 of the Exchange Act (a “registered broker-dealer”) or is affiliated with a registered broker-dealer.

Representations and Warranties of the Purchasers. Each Save where a statement is explicitly represented and warranted by a specific Purchaser herebyor Purchasers only, for itself and for no other Purchaser, each Purchaser hereby severally but not jointly represents and warrants as of the date hereof and as of the Closing Date to the Company as of the applicable Closing Date as follows: (a) Organization; Authority. Such 5.1 The Purchaser is an a legal entity duly organized, organized and validly existing and in good standing under the laws of its place of incorporation and has full power, authority and capacity to execute and deliver this Agreement, to subscribe for and purchase the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into Notes and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out perform its other obligations hereunder and thereunderunder this Agreement. The execution, delivery and performance by such Purchaser of is authorized to pay all amounts it has committed to pay to the transactions contemplated by this Company hereunder. This Agreement have has been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party . 5.2 This Agreement has been duly executed by such the Purchaser. The Purchaser’s subscription for the Notes and its execution and delivery of this Agreement is and, and when delivered upon acceptance of this Agreement by such Purchaser in accordance with the terms hereofCompany, will constitute the shall be, its legal, valid and legally binding obligation of such Purchaserobligations, enforceable against it the Purchaser in accordance with its terms, except (i) as such enforceability may be limited by general equitable principles and under applicable bankruptcy, insolvency, reorganization, moratorium and other laws or similar law of general application applicability relating to or affecting enforcement creditors’ rights and to general equitable principles. 5.3 The execution and performance by the Purchaser of creditors' rights generallyits obligations under this Agreement do not and will not: (i) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default, or require any consent under, any indenture, mortgage, agreement or other instrument or arrangement to which it is a party or by which it is bound, (ii) as limited by laws relating to violate any of the availability terms or provisions of specific performance, injunctive relief its organizational documents or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act violate any Authorization, judgment, decree or order or any statute, law, rule, regulation or requirement applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof it, except, in violation each case of the Securities Act foregoing clause (i) or any applicable state securities law(iii) where the conflict, has no present intention of distributing any of such Securities in breach, default, violation or failure to obtain consent would not reasonably be expected to prevent, impair or materially delay the ability of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding Purchaser to consummate the distribution of such Securities (transactions contemplated by this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesAgreement.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, severally represents and warrants warrants, as of the date hereof and as of the Closing Date to the Company himself, herself, or itself only, as follows: (a) Organization; Authority. : Such Purchaser is an entity duly organized, validly existing and "accredited investor" as defined in good standing Rule 501(a) promulgated under the laws Securities Act and has such knowledge and experience in financial and business matters that he, she, or it is capable of evaluating the jurisdiction merits and risks of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by under this Agreement. Such Purchaser's financial condition is such that he, she, or it is able to bear all economic risks of investment in the Transaction Documents Purchased Shares and otherwise to carry out other Acquired Securities, including a complete loss of his, her, or its obligations hereunder and thereunderinvestments therein. The execution, delivery and performance by Company has provided such Purchaser with adequate access to financial and other information concerning the Company as requested and such Purchaser has had the opportunity to ask questions of and receive answers from the Company concerning the transactions contemplated by this Agreement have and to obtain therefrom any additional information necessary to make an informed decision regarding an investment in the Company. Such Purchaser is acquiring the Purchased Shares and other Acquired Securities solely for investment purposes, with no present intention of distributing or reselling any of the Purchased Shares and other Acquired Securities or any interest therein. Such Purchaser is aware that the Purchased Shares and other Acquired Securities will not be registered under the Securities Act (other than as provided in Section 5.20, below), and that neither the Purchased Shares and other Acquired Securities nor any interest therein may be sold, pledged, or otherwise transferred unless the Purchased Shares or other Acquired Securities are registered under the Securities Act or qualify for an exemption under the Securities Act. Such Purchaser, if not an individual, represents that this Agreement has been duly authorized by all necessary corporate or similar partnership action on the part of such Purchaserits part. Each Transaction Document to which it is a party This Agreement has been duly validly executed by such Purchaser, such Purchaser has all necessary corporate, partnership or other similar power and when delivered by authority to enter into this Agreement and this Agreement is such Purchaser's legal, valid, and binding obligation, enforceable against such Purchaser in accordance with the terms hereofits terms. The execution, delivery and performance of this Agreement by such Purchaser, if not an individual, will constitute not conflict with or violate the valid and legally binding obligation partnership agreement or other organizational or governing documents of such Purchaser, enforceable against it in accordance with its terms, except (i) . The principal place of business of each Purchaser is as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to set forth on the availability of specific performance, injunctive relief signature pages hereto below or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting besides such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiesname.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: follows (a) unless as of a specific date therein): Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that Status. At the Securities are "restricted securities" time such Purchaser was offered the Securities, it was, and have not been registered as of the date hereof it is, an “accredited investor” as defined in Rule 501 under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities lawAct. Such Purchaser is acquiring not a broker-dealer registered under Section 15 of the Securities hereunder in the ordinary course of its businessExchange Act. Such Purchaser does is acting alone in its determination as to whether to invest in the Securities. Such Purchaser is not have a party to any agreement voting agreements or understandingsimilar arrangements with respect to the Securities. Except as expressly disclosed in a Schedule 13D or Schedule 13G (or amendments thereto) filed by such Purchaser with the Commission with respect to the beneficial ownership of the Company’s Common Stock, directly such Purchaser is not a member of a partnership, limited partnership, syndicate, or indirectlyother group for the purpose of acquiring, with any Person to distribute any holding, voting or disposing of the Securities.. Each Purchaser represents and warrants that it (i) is not and will not become a party to (A) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any Person as to how such Person, if serving as a director or if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) or (B) any Voting Commitment that could limit or interfere with such Person’s ability to comply, if serving as or elected as a director of the Company, with such Person’s fiduciary duties under applicable law; (ii) is not and will not become a party to any agreement, arrangement or

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountInvestment Intent. Such Purchaser understands that the Securities Shares are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities Shares as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities Shares or any part thereof in violation of the Securities Act or any applicable state securities lawthereof, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law Shares and has no arrangement or understanding with any other persons regarding the distribution of such Securities Shares (this representation and warranty not limiting such Purchaser's right to sell the Securities Shares pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities Shares hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesShares.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, represents hereby represents, warrants, and warrants as of the date hereof and as of the Closing Date acknowledges to the Company as follows: (a) Organization; Authority. Such The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with has full right, corporate or partnership power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated by the Transaction Documents undertake and otherwise to carry out its perform his obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar hereunder. (b) All action on the part of such the Purchaser necessary for the authorization, execution and delivery of this Agreement by the Purchaser. Each Transaction Document to which it is a party , for the performance of the Purchaser’s obligations hereunder, and for the payment of the Purchase Price, has been duly taken. This Agreement, when executed and delivered by such the Purchaser, will constitute the legal and when delivered by such binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its respective terms, except (i) as limited by general equitable principles and applicable subject to bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws now or hereafter in effect generally relating to the availability or affecting creditors’ rights and general principles of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawequity. (bc) Own Account. Such The Purchaser understands that the Securities are "restricted securities" and have not been registered is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). (d) The Purchaser is purchasing the Shares for the Purchaser’s own account, for investment purposes only, and not for the account of any other person or any applicable state securities law and is acquiring the Securities as principal for its own account entity, and not with a view to distribution, assignment or for distributing resale of the Shares to others or reselling such to fractionalization of the Shares in whole or in part. (e) The Purchaser understands that the Shares have not been, and will not be, registered under the Securities or any part thereof in violation Act, by reason of a specific exemption from the registration provisions of the Securities Act or any applicable state securities lawwhich depends upon, has no present intention of distributing any of such Securities in violation among other things, the bona fide nature of the Securities Act or any investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission (the “SEC”) in violation and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares for resale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Securities Act Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. (f) The Purchaser has conducted the Purchaser’s own due diligence in making a decision to purchase Common Stock of the Company. In evaluating the suitability of an investment in the Company, the Purchaser has not relied upon any representations or other information (whether oral or written) from the Company or any applicable state securities lawother person or entity acting as an agent for the Company, other than the representations of the Company provided in Section 4 below. Such The Purchaser has discussed with the Purchaser’s professional legal, tax and financial advisers the suitability of an investment in the Company for the Purchaser’s particular tax and financial situation and has determined that the Common Stock will be a suitable investment for the Purchaser. (g) The Purchaser has no need for liquidity with respect to the Purchaser’s investment in the Shares to satisfy any existing or contemplated need, undertaking or indebtedness. The Purchaser is acquiring able to bear the Securities hereunder economic risk of the Purchaser’s investment in the ordinary course Shares for an indefinite period, including the risk of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any losing all of the SecuritiesPurchaser’s investment. (h) The Company has made available to the Purchaser all documents and information relating to an investment in the Company as the Purchaser has requested, and the Purchaser has had the opportunity to ask questions of, and receive answers from, the Company relating to the Purchaser’s investment in the Shares. (i) The Purchaser acknowledges that an investment in the Company involves substantial risks and recognizes that any historical financial and operating history relating to the Company and its affiliates that may have been provided to the Purchaser, if any, was for purposes of illustration only, and no assurance is or can be given that actual results will correspond with the historical results. The Purchaser is fully aware of and understands all of the risk factors related to the purchase of the Shares. (j) The Purchaser is aware that the Company is issuing the Shares pursuant to exemptions and exceptions from applicable securities laws, and in doing so, is relying upon, among other things, the representations and warranties of the Purchaser contained herein. (k) The Purchaser understands that the Purchaser may not distribute or transfer the Shares unless the Common Stock is registered under applicable securities laws or an exemption from registration is available. (l) The Shares were not offered to the Purchaser by means of: (i) any advertisement, article, notice or other communication published in any newspaper, magazine, Internet website or similar medium, or broadcast over television or radio, (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, or (iii) any other form of general solicitation or advertising. (m) The Purchaser understands and acknowledges that the certificate issued in connection with the purchase of the Shares shall be endorsed with the legend set forth below: THE COMMON STOCK HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS AND UNTIL THIS COMMON STOCK IS REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser Purchaser, if applicable, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with organization. Such Purchaser has the full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountExperience of such Purchaser. Such Purchaser understands that Purchaser, alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the Securities are "restricted securities" merits and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation risks of the Securities Act or any applicable state securities lawprospective investment in the Securities, and has no present intention of distributing any so evaluated the merits and risks of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities lawinvestment. Such Purchaser is acquiring able to bear the economic risk of an investment in the Securities hereunder and, at the present time, is able to afford a complete loss of such investment. (c) Residence. If such Purchaser is an individual, then such Purchaser resides in the ordinary course state or province identified in the address of such Purchaser set forth on the signature page hereto; if such Purchaser is a partnership, corporation, limited liability company or other entity, then the office or offices of such Purchaser in which its business. Such investment decision was made is located at the address or addresses of such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of set forth on the Securitiessignature page hereto.

Representations and Warranties of the Purchasers. Each Purchaser herebyof the Purchasers, for itself severally and for no other Purchasernot jointly, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such The Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution, execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of such Purchaser. (b) The Purchaser is an “Accredited Investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act. (c) The Purchaser is purchasing the Notes and Warrants for the Purchaser’s own account, for investment purposes only and not with a present intention of entering into or making any subsequent sale, assignment, conveyance, pledge, hypothecation or other transfer thereof. (d) The Purchaser has no need for liquidity in the Purchaser’s investment in the Notes and Warrants and understands that there are restrictions on the subsequent resale or other transfer of the Notes or Warrants. (e) The Purchaser is familiar with the business in which the Company is engaged, and based upon their knowledge and experience in financial and business matters, they are is familiar with the investments of the type that they are undertaking to purchase; they are fully aware of the problems and risks involved in making an investment of this type; and they are capable of evaluating the merits and risks of this investment. (f) The Purchaser acknowledges that, prior to executing this Agreement, he or she has had the opportunity to ask questions of, and receive satisfactory answers from, representatives of the Company, about the Company and the Notes and Warrants and Underlying Shares and any additional information deemed necessary by the Purchaser to verify the accuracy and adequacy of any written information provided to the Purchaser by the Company. Each Transaction Document to which it is a party has been duly executed by such PurchaserSuch Purchaser further acknowledges the availability of the Company’s SEC reports, specifically include the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. (g) The Purchaser understands that the Notes and Warrants, and when delivered issued the Underlying Shares, purchased by the Purchaser are deemed “restricted securities” as such Purchaser term is defined in accordance with Rule 144 promulgated under the terms hereofSecurities Act (“Rule 144”), will constitute and they may not be sold, assigned, conveyed, pledged, hypothecated or otherwise transferred by a holder thereof except pursuant to Rule 144, pursuant to an effective Registration Statement registering the valid and legally Notes, Warrants and/or Underlying Shares under the Securities Act or pursuant to any other available exemption from the registration requirements of the Securities Act then in effect. Further, the following legends (or similar language) shall be placed on such certificate(s) representing the Notes, Warrants and/or Underlying Shares: NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE SAID ACT OR LAWS, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT REGISTRATION IS NOT REQUIRED THEREUNDER. (h) This Agreement constitutes a binding obligation of such Purchaser, the Purchaser enforceable against it it, him or her in accordance with its terms, except (i) as limited by general equitable principles and subject to applicable bankruptcy, insolvency, reorganizationfraudulent conveyance, moratorium and other similar laws of general application affecting enforcement of creditors' ’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (ii) as limited by laws relating to the availability regardless of specific performance, injunctive relief whether enforcement is sought in a proceeding at law or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawin equity). (bi) Own AccountNo state, federal or foreign regulatory approvals, permits, licenses or consents or other contractual or legal obligations are required with respect to the Purchaser in order for the Purchaser to enter into this Agreement or purchase the Notes, Warrants and/or Underlying Shares. (j) Such Purchaser is not purchasing the Notes and Warrants as a result of any advertisement, article, notice or other communication regarding the Notes, Warrants, Underlying Shares or any other securities of the Company published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. Such Purchaser has a pre-existing relationship with the Company. (k) Each Purchaser understands that nothing in the Securities are "restricted securities" and have not been registered under the Securities Act Company’s SEC filings, this Agreement, or any applicable state securities law other materials presented to the Purchaser in connection with the purchase and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation sale of the Securities Act Notes and Warrants constitutes legal, tax or any applicable state securities lawinvestment advice. Each Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has no present intention deemed necessary or appropriate in connection with its purchase of distributing Notes and Warrants. (l) Other than consummating the transactions contemplated hereunder, each Purchaser has not, nor has any person acting on behalf of such Securities in violation of the Securities Act or pursuant to any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with indirectly executed any Person to distribute any purchases or sales of the Securitiessecurities of the Company during the period commencing as of the time that such Purchaser first received information regarding the transaction contemplated in this Agreement (written or oral) from the Company or any other person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Other than to other persons party to this Agreement, each Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). (m) Each Purchaser acknowledges that certain statements included in this investor presentation provided in connection with this Agreement are “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties. Each Purchaser acknowledges that the Company has based these statements on its expectations about future events, but such statements and projections are subject to numerous known and unknown risks and uncertainties. Each Purchaser acknowledges that the Company cannot assure the Purchasers that these expectations will be achieved and that the Company's actual results may differ materially from what it currently expects. Each Purchaser further acknowledges that the comparisons provided of market capitalization value and other sector information is provided for reference only and the Company cannot assure the Purchasers that similar results will be obtained by the Company.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, severally and not jointly, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; AuthoritySuch Purchaser has received the Prospectus relating to the Securities and the Prospectus Supplement dated the date hereof. Such Purchaser is an entity duly organized, validly existing acknowledges that such Purchaser has received certain additional information regarding the Company’s offering of the Shares and in good standing Warrants under the laws Registration Statement, including pricing information (the “Offering Information”). Such Offering Information may be provided to the Purchaser by any means permitted under the Securities Act, including through a prospectus supplement, a free writing prospectus or oral communications. The foregoing, however, does not limit or modify the representations and warranties of the jurisdiction Company in Section 3.1 of its organization with this Agreement or the right of such Purchaser to rely thereon. (b) Such Purchaser has full right, corporate or partnership power and authority to enter into this Agreement and to consummate the transactions contemplated by hereby and has taken all necessary action to authorize the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement, and this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is constitutes a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, Purchaser enforceable against it such Purchaser in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors' ’ rights generally, (ii) and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies. (bc) Own Account. Such Purchaser understands that nothing in the Securities are "restricted securities" Registration Statement, the Prospectus, the Prospectus Supplement, the Offering Information and have not been registered under the Securities Act any amendments or supplements thereto, this Agreement or any applicable state securities law other materials presented to such Purchaser in connection with the purchase and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation sale of the Securities Act Shares and Warrants constitutes legal, tax or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities lawinvestment advice. Such Purchaser is acquiring the Securities hereunder has consulted such legal, tax and investment advisors as it, in the ordinary course of its business. Such Purchaser does not have any agreement sole discretion, has deemed necessary or understanding, directly or indirectly, appropriate in connection with any Person to distribute any its purchase of the SecuritiesShares and Warrants.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date of this Agreement and as of the Closing Date (or, if such representations and warranties are made with respect to a specified date, as of such date) to the Company that the following representations and warranties are true and complete as of the date hereof and as of the Closing Date to the Company as followsDate: (a) Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the its jurisdiction of its organization formation or incorporation with full right, corporate or partnership the requisite power and authority to enter into and to consummate the transactions contemplated by perform its obligations under the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Documents. (b) Each Transaction Document to which it is a party has been duly authorized, executed and delivered by such Purchaser, and when delivered assuming the due authorization, execution and delivery of the same by the Company, each Transaction Document to which such Purchaser in accordance with the terms hereof, will is a party shall constitute the valid and legally binding obligation of such Purchaser, enforceable against it such Purchaser in accordance with its terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. (c) The execution, delivery and performance of the Transaction Documents, including the purchase of the Securities hereunder, the compliance by such Purchaser with all of the provisions of the Transaction Documents and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other laws agreement or instrument to which such Purchaser is a party or by which such Purchaser is bound or to which any of general application affecting enforcement the property or assets of creditors' rights generallysuch Purchaser is subject; (ii) the Organizational Documents of such Purchaser; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over such Purchaser or any of its properties that in the case of clauses (i) and (iii), would reasonably be expected to have a material adverse effect on such Purchaser’s ability to consummate the transactions contemplated by the Transaction Documents, including the purchase of the Securities. (d) At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants, it will be, an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), satisfying the applicable requirements set forth on Annex A hereto, (ii) acquiring the Securities only for its own account and not for the account of others, or if such Purchaser is subscribing for the Securities as limited by laws relating a fiduciary or agent for one or more investor accounts, each owner of such account is an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) and such Purchaser has full investment discretion with respect to each such account, and the availability full power and authority to make the acknowledgements, representations and agreements herein on behalf of specific performanceeach owner of each such account, injunctive relief or other equitable remedies and (iii) insofar as indemnification not acquiring the Securities with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and contribution provisions may be limited by applicable lawhas provided the Company with the requested information on Annex A following the signature page hereto). (be) Own Account. Such Purchaser understands acknowledges and agrees that the Securities are "restricted securities" being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Securities have not been registered under the Securities Act or the securities laws of any applicable state securities law in the United States or other jurisdiction and that the Company is acquiring not required to register the Securities except as principal for its own account set forth in the Registration Rights Agreement. Such Purchaser acknowledges and agrees that the Securities may not with be offered, resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act, except (i) to the Company or a view Subsidiary thereof, (ii) pursuant to or for distributing or reselling such Securities or any part thereof in violation an applicable exemption from the registration requirements of the Securities Act (including without limitation a private resale pursuant to so called “Section 4(a)1½”), or (iii) an ordinary course pledge such as a broker lien over account property generally, and, in each of clauses (i)-(iii), in accordance with any applicable state securities lawlaws of the states and other jurisdictions of the United States, has no present intention and that any certificates or account entries representing the Securities shall contain a restrictive legend to such effect. Such Purchaser acknowledges and agrees that the Securities will be subject to these securities law transfer restrictions, and as a result of distributing any of these transfer restrictions, such Securities in violation Purchaser may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding may be required to bear the distribution financial risk of such Securities (this representation and warranty not limiting such Purchaser's right to sell an investment in the Securities for an indefinite period of time. The Purchaser acknowledges and agrees that the Securities will not be immediately eligible for offer, resale, transfer, pledge or disposition pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of Rule 144 promulgated under the Securities Act or any applicable state securities lawuntil at least March 20, 2026. Such Purchaser is acquiring the Securities hereunder in the ordinary course acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. (f) Such Purchaser understands and agrees that it is purchasing the Securities directly from the Company. Each Purchaser further acknowledges that there have not been, and such Purchaser hereby agrees that it is not relying on, any representations, warranties, covenants or agreements made to such Purchaser by the Company, the Placement Agent, or any of their respective Affiliates or any of their control persons, officers, directors, employees, partners, agents or representatives, or any other person or entity, expressly or by implication, other than those representations, warranties covenants and agreements of the Company set forth in this Agreement. Such Purchaser agrees that none of (i) any other Purchaser (including the controlling persons, members, officers, directors, partners, agents, or employees of any such other Purchaser) and (ii) the Placement Agent, its respective Affiliates or any of its respective Affiliates’ control persons, officers, directors or employees shall be liable to the Purchasers pursuant to this Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities. (g) In making its decision to purchase the Securities, such Purchaser has relied solely upon independent investigation made by such Purchaser and the Company’s representations in Section 3.1 of this Agreement. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to the Securities, including with respect to the Company, and made its own assessment and is satisfied concerning the relevant financial, tax and other economic considerations relevant to the Purchaser’s investment in the Securities. Without limiting the generality of the foregoing, such Purchaser acknowledges that it has reviewed the Company’s filings with the Commission. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and the Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities. Such Purchaser acknowledges and agrees that none of the Placement Agents, officers, directors, employees or other representatives, legal counsel, financial advisors, accountants or agents (collectively, “Representatives”) has provided such Purchaser with any information, recommendation or advice with respect to the Securities nor is such information, recommendation or advice necessary or desired. The Placement Agent has not made or makes any representation as to the Company or the quality or value of the Securities. In addition, the Company, the Placement Agent and its respective Affiliates or Representatives may have acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to the Purchaser, the Placement Agent has not acted as a financial advisor or fiduciary to the Purchaser. (h) Such Purchaser became aware of this offering of the Securities solely by means of direct contact between such Purchaser and the Company or its Affiliates, by means of direct contact between such Purchaser or its Affiliates or by means of contact from the Placement Agent, and Securities were offered to such Purchaser solely by direct contact between such Purchaser and the Company or its Affiliates. Such Purchaser did not become aware of this offering of the Securities, nor were the Securities offered to such Purchaser, by any other means. Such Purchaser acknowledges that the Company represents and warrants that the Securities (i) were not offered by any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) 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. (i) Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Securities, including those set forth in the SEC Reports. Such Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, and such Purchaser has had an opportunity to seek, and has sought, such accounting, legal, business and tax advice as such Purchaser has considered necessary to make an informed investment decision. Such Purchaser (i) is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Securities. Such Purchaser understands and acknowledges that the purchase and sale of the Securities hereunder meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b). (j) Such Purchaser has adequately analyzed and fully considered the risks of an investment in the Securities and determined that the Securities are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. (k) Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities or made any findings or determination as to the fairness of this investment. (l) Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by OFAC or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that such Purchaser is permitted to do so under applicable law. If such Purchaser is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), such Purchaser maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase the Securities were legally derived. (m) No 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) will acquire a substantial interest in the Company as a result of the purchase and sale of Securities hereunder such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over the Company from and after the Closing as a result of the purchase and sale of Securities hereunder. (n) Such Purchaser will have sufficient funds to pay the Subscription Amount pursuant to Section 2.2(b)(iii) of this Agreement and any expenses incurred by such Purchaser in connection with the transactions contemplated by or in connection with the Transaction Documents; (ii) has the resources and capabilities (financial or otherwise) to perform its obligations under the Transaction Documents; and (iii) has not incurred any obligation, commitment, restriction or liability of any kind, absolute or contingent, present or future, which would impair or adversely affect its ability to perform its obligations under the Transaction Documents. (o) Such Purchaser acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Company, the Placement Agent or any of its respective Affiliates or any of its control persons, officers, directors, employees, agents or representatives), other than the representations and warranties of the Company contained in Sections 3.1 of this Agreement, in making its investment or decision to invest in the Company. Such Purchaser agrees that none of (i) any other Purchaser or any other Person participating in any other private placement of shares of Common Stock (including the controlling persons, officers, directors, partners, agents or employees of any such other Person), (ii) the Company, its Affiliates or any of its respective Affiliates’ control persons, officers, directors, partners, agents, employees or representatives nor (iii) the Placement Agent, its respective Affiliates or any its respective control persons, officers, directors, partners, agents, employees or representatives shall be liable to such Purchaser or any other Purchaser pursuant to the Transaction Documents or any other agreement related to a private placement of Securities for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities hereunder or thereunder. (p) No broker or finder is entitled to any brokerage or finder’s fee or commission to be paid by such Purchaser solely in connection with the sale of the Securities to such Purchaser. (q) Such Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with the Purchaser, shall, directly or

Representations and Warranties of the Purchasers. (a) Each Purchaser herebyPurchaser, for solely as to itself and for no other Purchaseror himself, represents and warrants to the Company as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except that: (i) as limited by general equitable principles such Purchaser is knowledgeable, sophisticated and applicable bankruptcyexperienced in making, insolvencyand is qualified to make, reorganizationdecisions with respect to investments in securities like that involved in the purchase of the Purchased Securities, moratorium and other laws of general application affecting enforcement of creditors' rights generallyhas requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Purchased Securities; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Purchased Securities as principal in the ordinary course of its business and for its own account for investment only, and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such the Purchased Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of the Purchased Securities; (iii) such Purchaser will not offer, sell, pledge or otherwise transfer the Purchased Securities except (this representation and warranty not limiting such Purchaser's right A) pursuant to sell a registration statement which has been declared effective under the Securities Act, or (B) in accordance with Rule 144 under the Securities Act or pursuant to another available exemption from the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation registration requirements of the Securities Act (and confirmed in an opinion of counsel in form and substance acceptable to the Company if the Company so requests) and, in each case, in accordance with the applicable securities laws of any state of the United States or any other applicable state securities law. Such jurisdiction; (iv) such Purchaser is acquiring an "accredited investor" within the meaning of Rule 501(a) under the Securities hereunder Act; and (v) such Purchaser understands that the Purchased Securities will contain a legend to the following effect: "[THE SHARES REPRESENTED BY THIS CERTIFICATE] [THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK ISSUED UPON ANY EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT TO THERETO SHALL BE EFFECTIVE UNDER THE ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS." (b) Each Purchaser, solely as to itself or himself, further represents and warrants to the Company that (i) such Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, (ii) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of such Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and (iii), in the ordinary course case of its businessCalm Waters Partnership, such Purchaser is and at all times prior to the Second Closing Date will be controlled by ▇▇▇▇▇▇▇ ▇. Such Purchaser does not have any agreement or understanding▇▇▇▇▇▇, directly or indirectly, with any Person to distribute any of where control has the Securitiesmeaning given it in Rule 405 under the Securities Act.

Representations and Warranties of the Purchasers. (a) ------------------------------------------------ Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof to, and as of the Closing Date to covenants and agrees with, the Company as follows: that: (a1) Organization; Authority. Such Purchaser is an entity duly organizedthe Securities, validly existing any Additional Warrants and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority any Additional Warrant Shares to enter into and to consummate the transactions contemplated be acquired by the Transaction Documents and otherwise to carry out its obligations it hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal being acquired for its own account or an account with respect to which it exercises sole investment discretion and not with it or any such account is a view to qualified institutional buyer" as defined in Rule 144A of the Act ("QIB") or for an "Accredited Investor" as defined under Regulation D under the Act and has no intention of distributing or reselling such Securities Securities, Additional Warrants or Additional Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities transaction which would be in violation of the Securities Act securities laws of the United States of America or any applicable state securities law state; (2) it acknowledges that the Securities, Additional Warrants and Additional Warrant Shares have not been or will not be registered under the Act and that none of the Securities, Additional Warrants or Additional Warrant Shares may be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except as set forth below; (3) it shall not resell, or otherwise transfer any of such Securities, Additional Warrants or Additional Warrant Shares within two years after the original issuance of the Securities, Additional Warrants or Additional Warrant Shares except (A) to the Company or any of its Subsidiaries, (B) inside the United States to a QIB in compliance with Rule 144A, (C) inside the United States to an "Accredited Investor" that, prior to such transfer, furnishes (or has no arrangement or understanding furnished on its behalf by a U.S. broker-dealer) to the Company and/or the Common Stock Warrant Agent a signed letter containing certain representations and agreements relating to the restrictions on transfer of the Securities, (D) outside the United States in compliance with Rule 904 under the Act, (E) pursuant to any other persons regarding exemption from registration provided under the distribution Act (if available) including Rule 144 thereunder or (F) pursuant to an effective registration statement under the Act, and (4) it will gave to each person to whom it transfers the Securities, Additional Warrants or Additional Warrant Shares, as the case may be, notice of any restrictions on transfer of such Securities (this representation Securities, Additional Warrants or Additional Warrant Shares, as the case may be; and warranty not limiting subject, nevertheless, to the disposition of such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or property being at all times within its control. If any applicable state securities law. Such Purchaser is acquiring the Securities hereunder should in the ordinary course future decide to dispose of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities, Additional Warrants or Additional Warrant Shares, as the case may be, such Purchaser understands and agrees that it may do so only in compliance with the Act, as then in effect, and that stop-transfer instructions to that effect will be in effect with respect to the Securities, Additional Warrants and the Additional Warrant Shares. If any Purchaser should decide to transfer or otherwise dispose of the Securities, Additional Warrants or Additional Warrant Shares, as the case may be, such Purchaser shall comply with the requirements set forth in the relevant Basic Documents. Each Purchaser agrees to the imprinting, so long as required by the terms of the relevant Basic Document, of the applicable legends contained in the Common Stock Warrant Agreement on each certificate representing Common Stock Warrants, Warrant Shares, Additional Warrants or Additional Warrant Shares.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:: 14 (a) OrganizationORGANIZATION; AuthorityAUTHORITY. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountOWN ACCOUNT. Such Purchaser understands that the Securities are "“restricted securities" ” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities lawthereof, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's ’s right to sell the Securities pursuant to the a Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. (c) PURCHASER STATUS. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not registered as, or required to be registered as, a broker-dealer under Section 15 of the Exchange Act. Such Purchaser was not organized for the purpose of purchasing the Securities. (d) EXPERIENCE OF SUCH PURCHASER. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

Representations and Warranties of the Purchasers. (a) Each Purchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as followsthat: (ai) Organization; Authority. Such the Agreement and all other agreements and instruments contemplated hereby to which such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement a party have been duly authorized executed and delivered by all necessary corporate or similar action on the part behalf of such Purchaser. Each Transaction Document ; (ii) assuming due authorization, execution and delivery of this Agreement and all other agreements and all other agreements and instruments contemplated hereby to which it such Purchaser is a party has been duly executed by such Purchaserthe other parties hereto and thereto, this Agreement and when delivered by all other agreements and instruments contemplated hereby to which such Purchaser in accordance with the terms hereof, will is a party constitute the legal, valid and legally binding obligation obligations of such Purchaser, enforceable against it such Purchaser in accordance with its their terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and ; (iii) insofar as indemnification there is no action, suit, investigation or proceeding of or before any arbitrator or governmental authority now pending or, to the knowledge of such Purchaser, threatened against or affecting such Purchaser or against any of the Purchaser's properties or income that would have a material adverse effect on, or which questions or challenges, this Agreement or any other agreement or instrument contemplated hereby to which such Purchaser is a party or any of the transactions contemplated hereby or thereby; (iv) no consent or authorization of, filing with or other act by or in respect to any governmental authority is required to be obtained or made by the Purchaser in connection with the execution, delivery, performance, validity or enforceability of this Agreement and contribution provisions may be limited all other agreements and instruments contemplated hereby to which such Purchaser is a party; (v) such Purchaser has full legal capacity to execute and deliver this Agreement and all other agreements and instruments contemplated hereby to which such Purchaser is a party and to make, deliver and perform his obligations hereunder and thereunder; and (vi) the execution, delivery and performance of this Agreement and all other agreements and instruments contemplated hereby to which such Purchaser is a party by such Purchaser and the fulfillment of and compliance with the respective terms hereof and thereof by the Purchaser, do and will not (x) violate and requirements of any material obligation of such Purchaser, (y) result in or constitute (with or without the giving of notice, lapse of time or both) any default or event of default under any such material obligation of the Purchaser, or give rise to a right of termination of, or accelerate the performance required by, any terms of any such material obligation, or (z) violate any statute, law, ordinance, rule, regulation or order of any court or governmental authority or any judgment, order or decree (federal, state, local or foreign) applicable lawto such Purchaser, in each of the foregoing events, where such violation, default, termination or acceleration could have a material adverse effect on such Purchaser. (bvii) Own Account. Such each Purchaser understands that the Securities are "restricted securities" has good and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant marketable title to the Registration Statement Contributed Shares, free and clear of all liens, claims, charges or otherwise in compliance with applicable federal and state securities laws) in violation encumbrances of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitieskind whatsoever.

Representations and Warranties of the Purchasers. Each Purchaser herebyThe Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understanding understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is if an entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understanding understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other PurchaserPurchaser hereby, represents and warrants to the Company as follows as of the date hereof and as of the Closing Date to the Company as followshereof: (a) Organization; Authority. Such Purchaser Purchaser, if not a natural person, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate corporate, limited liability company or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder hereunder, and thereunder. The execution, the execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate corporate, limited liability company, partnership or similar action on the part of such Purchaser. Each Transaction Document to which it is a party This Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally, generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies. (bi) Own Account. If such Purchaser is outside the United States, it will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers the Securities or has in its possession or distributes any offering material, in all cases at its own expense and (ii) no agent of the Company has been authorized to make and no such agent has made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Securities, except as set forth in or incorporated by reference in the Base Prospectus or the Prospectus Supplement or as otherwise contemplated by this Agreement. (c) Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act no United States federal or state agency or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to other government or for distributing governmental agency has passed on or reselling such Securities made any recommendation or any part thereof in violation endorsement of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation the fairness or suitability of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell investment in the Securities pursuant to nor have such authorities passed upon or endorsed the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation merits of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any offering of the Securities. (d) No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or such Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Purchaser. (e) Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:follows (unless as of a specific date therein, in which case they shall be accurate as of such date): (a) Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "“restricted securities" ” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understanding understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities lawlaw (this representation and warranty not limiting such Purchaser’s right to sell the Securities in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the applicable Closing Date to the Company as follows: (a) Organization; Authority. Such If such Purchaser is not an individual, such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The If such Purchaser is not an individual, the execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company, acknowledging that the Company is relying upon the accuracy and completeness of the representations and warranties set forth herein to, among other things, ensure that registration under Section 5 of the Securities Act is not required in connection with the sale of the Securities hereby, as follows: (a) Organization; Authority. Such Purchaser Purchaser, if not a natural person, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountInvestment Intent. Such Purchaser understands that the Investor Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Investor Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Investor Securities or any part thereof in violation of the Securities Act or any applicable state securities lawthereof, has no present intention of distributing any of such Investor Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Investor Securities (this representation and warranty not limiting such Purchaser's right to sell the Investor Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Investor Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Investor Securities.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself severally and for no other Purchasernot jointly, represents and warrants as of to the date hereof Company that, the statements contained in this Article 3 are true and correct as of the Closing Date on which such Purchaser is purchasing Closing Securities, as though made as of such Closing Date, except to the Company extent such representations and warranties are specifically made as follows:of a particular date (in which case such representations and warranties are true and correct as of such date). (a) Organization; Authority. Such 3.1 Purchaser is an entity duly organized“accredited investor” as defined by Rule 501 of Regulation D, validly existing and Purchaser is capable of evaluating the merits and risks of its investment in good standing the Closing Securities and has the ability and capacity to protect its interests. 3.2 Purchaser understands that the Closing Securities to be issued on such Closing Date, the Note Shares issuable upon conversion of Notes to be issued on such Closing Date and the Warrant Shares issuable upon exercise of Warrants to be issued on such Closing Date have not been registered under the laws Act on the ground that the issuance thereof is exempt under Section 4(2) of the jurisdiction 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 Purchaser contained in this Agreement are untrue or, notwithstanding the Purchaser’s representations and warranties, the Purchaser currently has in mind acquiring any of the Closing Securities, Notes Shares or Warrant Shares for resale upon the occurrence or non-occurrence of some predetermined event. 3.3 Purchaser is purchasing the Closing Securities to be issued on such Closing Date and, in the event that the Purchaser should acquire any Note Shares issuable upon conversion of Notes to be issued on such Closing Date or Warrant Shares issuable upon exercise of Warrants to be issued on such Closing Date, will be acquiring such Note Shares or such Warrant Shares, as applicable, as principal for its organization own account, and not for the 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 such Closing Securities, Note Shares and Warrant Shares, as applicable, in full rightcompliance with all applicable provisions of the Act, corporate the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in such Closing Securities, Note Shares and Warrant Shares is not a liquid investment. 3.4 Purchaser confirms that Purchaser has had the opportunity to ask questions of, and receive answers from, the Company or partnership any authorized Person acting on its behalf concerning the Company and its business and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Purchaser. In connection therewith, Purchaser acknowledges that Purchaser has 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. Purchaser has received and reviewed all the information concerning the Company and the Closing Securities to be issued on such Closing Date, both written and oral, that Purchaser desires. Without limiting the generality of the foregoing, Purchaser has been furnished with or has had the opportunity to acquire, and to review: all information, both written and oral, that Purchaser desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, Purchaser has relied solely on Purchaser’s own knowledge and understanding of the Company and its business based upon Purchaser’s own due diligence investigations and the Company’s filings with the Commission. 3.5 Purchaser has all requisite legal and other power and authority to enter into execute and to consummate the transactions contemplated by the Transaction Documents deliver this Agreement and otherwise to carry out and perform its obligations hereunder under the terms of this Agreement. This Agreement constitutes a valid and thereunder. The executionlegally binding obligation of Purchaser enforceable in accordance with its terms, delivery subject as to enforcement, to bankruptcy, insolvency, reorganization and performance by such other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 3.6 Purchaser has carefully considered and has discussed with its legal, tax, accounting and financial advisors, to the extent the Purchaser has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement have been duly authorized for the Purchaser’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by all necessary corporate this Agreement are a suitable investment for the Purchaser. Purchaser understands that it (and not the Company) shall be responsible for Purchaser’s own tax liability that may arise as a result of the investment in the Closing Securities to be issued on such Closing Date or similar action the transactions contemplated by this Agreement. 3.7 Purchaser acknowledges that an investment in the Closing Securities to be issued on such Closing Date is speculative and involves a high degree of risk and that Purchaser can bear the part economic risk of the acceptance of such PurchaserClosing Securities, including a total loss of its investment. Each Transaction Document Purchaser recognizes and understands that no federal, state, or foreign agency has recommended or endorsed the purchase of the Closing Securities to which be issued on such Closing Date. Purchaser acknowledges that it has such knowledge and experience in financial and business matters that Purchaser is a party has been duly executed by capable of evaluating the merits and risks of an investment in the Closing Securities to be issued on such Purchaser, Closing Date and when delivered by such Purchaser in accordance of making an informed investment decision with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawrespect thereto. (b) Own Account. Such 3.8 Because of the legal restrictions imposed on resale or transfer of the Closing Securities to be issued on such Closing Date, Purchaser understands that the Securities are "restricted securities" Company shall have the right to note stop-transfer instructions in its records to the extent and have not for such period as may be reasonably required for compliance with applicable securities laws, and Purchaser has been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation informed of the Securities Act Company’s intention to do so. Any sales, transfers, or any applicable state securities law, has no present intention of distributing any of such Securities in violation other dispositions of the Closing Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such by Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise , if any, will be made in compliance with the Act and any other applicable federal and state securities laws) in violation , and all applicable rules and regulations promulgated thereunder and the terms of the Securities Act or any applicable state securities law. Such this Agreement. 3.9 The residency of Purchaser is acquiring the Securities hereunder (or, in the ordinary course case of its a partnership, limited liability company or corporation, such entity’s principal place of business. Such Purchaser does not have any agreement ) is correctly set forth below Purchaser’s name on Annex I or understandingAnnex II, directly or indirectly, with any Person to distribute any of the Securitiesas applicable.

Representations and Warranties of the Purchasers. Each Purchaser herebyof the Purchasers, for itself severally and for no other Purchasernot jointly, represents to the Company and warrants each of the Guarantors, as of the date hereof and as of the each Closing Date to the Company Date, as follows: (a) Organization; Authority. Such Purchaser is an entity duly organizedIt has the power to execute, validly existing deliver and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by perform this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document and any other documentation relating to this Agreement to which it is a party and it has taken all necessary action to authorize such execution, delivery and performance; such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; all governmental and other consents that are required to have been duly executed obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute consents have been complied with. This Agreement is the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting that the enforcement of creditors' rights generally, (ii) as limited by laws relating thereof may be subject to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawEnforceability Exceptions. (b) Own Account. Such Purchaser has reviewed the Disclosure Package. It understands and acknowledges that, as the offer and sale of the Securities contemplated by this Agreement is a private placement of securities, it is responsible for conducting its own due diligence in connection with its purchase of the Securities. It acknowledges that (a) it has conducted its own investigation of the Company, the Guarantors and their subsidiaries and the terms of the Securities, (b) it has had the opportunity to ask and has asked any queries regarding an acquisition of the Securities, the Company and the Guarantors and their subsidiaries and their affairs, and the terms of the Securities, and has received satisfactory answers from representatives of the Company or the Guarantors, and has had access to such financial information and other information concerning the Company, the Guarantors and the Securities as it has deemed necessary and relevant to make an informed investment decision on its behalf and on behalf of each account for which it is acting (if any), and (c) it has made its own assessment concerning the relevant tax, legal, economic and other considerations relevant to its investment in the Securities, and has not relied on the advice of, or any representations by, any third party (other than such Purchaser’s own advisors) in making such investment decision. (c) It and each account for which it is acting (if any) is either (A) both an “Accredited Investor” (as defined in Rule 501 of Regulation D under the Securities Act) and a “Qualified Institutional Buyer” within the meaning of Rule 144A purchasing the Securities in reliance upon a private placement exemption from registration under the Securities Act pursuant to Section 4(a)(2) thereof, or (B) a non-“U.S. Person” purchasing the Offered Securities in an offshore transaction in accordance with (and as defined in) Regulation S, and in the case of clause (B), if such Purchaser is purchasing any Securities (i) on its own behalf, such Purchaser (x) has its principal address outside the United States and (y) was located outside the United States at the time any offer to buy the Securities was made to such Purchaser and at the time that this Agreement is executed by such Purchaser, and/or (ii) solely on behalf of other persons, entities or accounts (each, a “non-U.S. Account”), each such non-U.S. Account is also a non-“U.S. Person” and was located outside the United States at the time any offer to buy Securities was made and at the time this Agreement is executed by such Purchaser. It is an institution which (a) is a sophisticated institutional investor, (b) has such knowledge and experience in financial and business matters and expertise in assessing credit risk that it is capable of evaluating the merits and risks of its investments in the Securities (and has sought such accounting, legal, tax and other advice as it has considered necessary to make an informed investment decision), and (c) it, and each account for which it is acting (if any) is aware that there are substantial risks incident to the purchase of the Securities and is able to bear the economic risk, and sustain a complete loss, of such investment in the Securities. (d) Such Purchaser acknowledges that no representations, express or implied, are being made with respect to the Company, the Guarantors, the Securities or otherwise, other than those expressly set forth in this Agreement. In making its decision to purchase the Securities, such Purchaser has relied upon the information and representations in this Agreement and the Disclosure Package. (e) It understands (and each beneficial owner of the Securities for which it is acting (if any) has been advised and understands) that the Securities are "restricted securities" and have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States, that any offer and sale of the Securities to it is being made in reliance on an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act in a transaction not involving any public offering in the United States. It represents and warrants that its purchase of the Securities is lawful under the laws of the jurisdiction of its incorporation and the jurisdiction in which it operates (if different), and that such acquisition will not contravene any law, regulation or regulatory policy applicable state securities law to it. Such Purchaser further understands that the exemption from registration afforded by Rule 144 depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. Such Purchaser acknowledges that the Company is relying on the representations and warranties of such Purchaser in this Section 8 and it agrees to notify any subsequent purchaser of the Securities from it of the resale restrictions referred to herein, as applicable. Each Purchaser acknowledges that the Securities shall bear legends upon issuance and as and when required by the Indenture, and that the Securities shall be issued with original issue discount for U.S. federal income tax purposes. (f) It is acquiring the Securities as principal for its own account account, or for one or more accounts (and as to each of which it has authority to acquire the Securities and exercise sole investment discretion), for investment purposes, and not with a view to to, or for distributing resale in connection with, the distribution thereof, directly or reselling such Securities indirectly, in whole or any part thereof in part, in the United States in violation of the Securities Act or Act. Neither it nor any applicable state securities law, has no present intention account for which it is acting (if any) was formed for the specific purpose of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountInvestment Intent. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities lawthereof, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents jointly and warrants severally, hereby makes the representations and warranties to the Company contained in this Section 4, as of the date hereof and as of the Closing Date to the Company as follows:Date. (a) Organization; AuthorityEach Purchaser has all requisite power, authority and legal right to execute, deliver and perform this Agreement. Such If the Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate form, the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement by such Purchaser of the transactions contemplated by this Agreement have has been duly authorized by all necessary required corporate or similar action on the part of such Purchaserpartnership actions. Each Transaction Document to which it is a party Purchaser has been duly executed by such Purchaserand delivered this Agreement, and when delivered by such Purchaser in accordance with this Agreement constitutes the terms hereoflegal, will constitute the valid and legally binding obligation of such Purchaser, Purchaser enforceable against it such Purchaser in accordance with its terms, except (i) as limited by general equitable principles and applicable subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by similar laws relating to the rights of creditors generally and the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies. (b) Own Account. Such Except as any Purchaser understands that has otherwise advised the Company and such Purchaser's counsel in writing, each Purchaser is purchasing the Securities to be purchased by it for its own account. The Securities are being purchased by each Purchaser for investment and not with a present view to any distribution thereof in violation of any applicable securities laws. If any Purchaser should in the future decide to dispose of any of its Securities, it is understood that it may do so but only in compliance with the Securities Act and applicable securities laws. Each Purchaser is either (i) an "restricted securitiesaccredited investor" and have not been registered as defined in Rule 501(a) under the Securities Act or any applicable state securities law (ii) has an adequate net worth and is acquiring the Securities as principal means of providing for its own account current financial needs and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities lawpossible contingencies, has no present intention need for liquidity in this investment, is able to bear the substantial economic risks of distributing any an investment in the Notes and Common Shares, can afford a complete loss of such Securities in violation of the Securities Act or any applicable state securities law investment, and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty does not limiting have an overall commitment to investments which are not readily marketable that is disproportionate to such Purchaser's right to sell net worth, including the Securities investment contemplated pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiesthis Agreement.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof to and as of the Closing Date to agrees with the Company as followsthat: (a) Organization; Authority. Such Purchaser is an entity duly organizedacquiring the Securities for investment purposes, validly existing and in good standing under the laws of the jurisdiction of for its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaserown account, and when delivered by not with an intent to sell or distribute such Purchaser Securities except in accordance compliance with the terms hereof, will constitute the valid applicable United States federal and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable state securities law. (b) Own Account. Such Purchaser understands and acknowledges 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. Such Purchaser has been advised and have understands and acknowledges that the issuance and sale of the Securities has not been registered under the Securities Act or under the “blue sky” laws of any applicable state securities law jurisdiction and is acquiring may be resold only if registered pursuant to the provisions of the Securities as principal for its own account and not with a view Act (or if eligible, sold pursuant to the provisions of Rule 144 promulgated under the Securities Act or for distributing or reselling such Securities or any part thereof in violation pursuant to another available exemption from the registration requirements of the Securities Act or any applicable state securities lawin a transaction not subject thereto). (b) Such Purchaser is an "accredited investor" (as defined in Section 501(a) of Regulation D) and has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of the purchase of the Securities. (c) Such Purchaser has been furnished with all materials relating to the business, has no present intention finances and operations of distributing any of such Securities in violation the Company and relating to the offer and sale of the Securities Act or any applicable state securities law that have been requested by Holder. Such Purchaser understands and has no arrangement or understanding with any other persons regarding the distribution acknowledges that its purchase of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant involves a high degree of risk and uncertainty. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its purchase of the Registration Statement or otherwise Securities. (d) Such Purchaser understands and acknowledges that the Securities are being offered and sold in compliance with applicable reliance on a transactional exemption from the registration requirements of federal and state securities laws, and that the Company and V▇▇▇▇▇ & E▇▇▇▇▇ L.L.P., securities counsel to the Company, are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth in this Agreement (x) in violation concluding that the offer and sale of the Securities Act is a “private offering” and, as such, is exempt from the registration requirements of the Securities Act, and (y) to determine the applicability of such exemptions in evaluating the suitability of such Purchaser to purchase the Securities. (e) Such Purchaser acknowledges that neither the Securities nor any securities issued upon the exercise or conversion of such Securities, nor any interest in either, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with applicable United States federal and state securities lawlaws and the terms and conditions hereof. Such Purchaser is acquiring The provisions of this Section 5 shall be binding upon all subsequent holders of the Securities, if any. The Securities hereunder or other securities issued upon the exercise or conversion of such Securities shall be subject to a stop transfer order and the certificate or certificates evidencing any such shares shall bear the following legend, in addition, in the ordinary course case of the Notes, to any other legends as may be required by indenture under which the Notes are issued: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF (A) UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR (B) AN EXEMPTION FROM REGISTRATION IS AVAILABLE OR IN A TRANSACTION NOT SUBJECT THERETO (AND, IN EACH SUCH CASE, THE TRANSFEROR CERTIFIES TO THE COMPANY, BY COMPLETING THE FORM ON THIS SECURITY, THAT SUCH OFFER, SALE, TRANSFER OR DISPOSITION IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT). (f) Upon request of such Purchaser, the legend described in Section 5(e) shall be removed and the Company shall cause its transfer agent to issue a certificate or certificates without such legend to 9 (g) Each Purchaser agrees that, prior to the Company’s filing with the Commission of preliminary proxy material respecting the Annual Meeting (the “Preliminary Filing”), if such Purchaser provides to the Company in writing its intention (the “Option Election”) to exercise that portion of its businessoption set forth in Section 3(c)(i) hereof for which the issuance of Securities would require Stockholder Approval (the “overage amount” which, for the avoidance of doubt, does not include that portion of its option for which the issuance of Securities does not require Stockholder Approval), then in the event Stockholder Approval is obtained at the Annual Meeting, such Purchaser hereby represents and warrants that it will be bound to exercise its option in accordance with the Option Election unless (i) there is an intervening Material Adverse Effect, or (ii) the Annual Meeting is not held within 60 days of delivery of the Option Election; provided, that, such Purchaser may (but shall not be obligated to) renew its Option Election notwithstanding such delay in successive 60-day renewal periods. Such A failure to provide the Option Election (or failure to renew its Option Election as provided herein, as applicable), or the delivery of any notice stating that such Purchaser does not have any agreement intend to make the Option Election (or understandingto renew its Option Election, directly or indirectlyas applicable), with any Person will be deemed a waiver of such option (for the overage amount) by such Purchaser and the Company will not be obligated to distribute any seek Stockholder Approval unless required to satisfy the exercise of the Securitiesoption (for the overage amount) by any Purchaser which has made an Option Election. The Company will not make the Preliminary Filing before April 1, 2014 and it will inform the Representative five (5) Business Days prior to the Preliminary Filing. For the avoidance of doubt, and notwithstanding any other provision herein, if a Purchaser has made an Option Election within the 90-day period provided in Section 3(c)(i) hereof, and successively renews its Option Election as provided herein if and as necessary until the Annual Meeting is actually held, then, notwithstanding the expiration of such 90-day period, following the Annual Meeting and for a period of 45 days thereafter, such Purchaser shall have (A) the right and obligation to exercise its option in accordance with the Option Election in the event Stockholder Approval is obtained at the Annual Meeting, or (B) the right (but not the obligation) to exercise the then remaining balance of the Total Option Amount for Option Notes as provided in Section 3(c)(i)(B) in the event Stockholder Approval is not obtained at the Annual Meeting.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, severally and not jointly (nor jointly and severally), hereby represents and warrants as of the date hereof and as of the Closing Date to the Company Vendor as follows, and acknowledges that the Vendor is relying upon such representations and warranties for the purposes of completing the transactions contemplated by this Agreement: (a) Organization; Authority. Such If the Purchaser is not an entity duly organizedindividual, the Purchaser is a corporation validly existing and in good standing under the laws of the its jurisdiction of its organization with full rightorganization. (b) The Purchaser has the corporate power, corporate or partnership power authority and authority capacity to enter into execute and deliver this Agreement and all other agreements and instruments to be executed by it as contemplated herein and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out perform its obligations hereunder and thereunder. under all such other agreements and instruments. (c) The execution, execution and delivery and performance by such Purchaser of the transactions contemplated by this Agreement and all agreements and instruments to be executed and delivered hereunder have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, the Purchaser and when delivered by such Purchaser in accordance with the terms hereof, will constitute this Agreement constitutes the valid and legally binding obligation of such Purchaser, the Purchaser enforceable against it the Purchaser in accordance with its terms, except (i) as enforcement hereof and thereof may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and other laws of general application affecting enforcement of creditors' rights generally, (ii) except as limited by laws relating to the availability application of specific performancegeneral equitable principles, injunctive relief or other equitable remedies including the limitation that rights of indemnity, contribution and (iii) insofar as indemnification and contribution provisions waiver may be limited by applicable lawApplicable Laws. (bd) Own Account. Such Purchaser understands that Neither the Securities are "restricted securities" execution and have not been registered under delivery of this Agreement nor the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation consummation of the Securities Act transactions contemplated hereby will constitute a violation of, or default under, or conflict with, or require any applicable state securities lawconsent under any contract, has no present intention of distributing any of such Securities in violation of commitment, indenture, lease or other agreement to which the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring a party or by which the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesPurchaser’s assets are bound. (e) The Purchaser is capable of evaluating investment risks independently, both in general and with regard to this Agreement, has been given the opportunity to consult with their personal financial, legal and tax advisors regarding the Purchased Shares and is assuming the economic risk of their investment in the Purchased Shares. (f) No person is entitled to receive any brokerage commission, finder’s fee or other similar payment, compensation or commission in connection with the sale and purchase of the Purchased Shares hereunder and other transactions contemplated by this Agreement. (g) The Purchaser is not a “U.S. Person” as defined in Regulation S of the U.S. Securities Act, and is effecting the transactions contemplated hereby outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act. (h) The Vendor has no actual knowledge of a “material fact” or “material change” (as such terms are defined in Applicable Law) with respect to the Corporation that has not been publicly disclosed.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:follows (unless as of a specific date therein, in which case they shall be accurate as of such date): (a) Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountUnderstandings or Arrangements. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for his, her or its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act direct or any applicable state securities law and has no indirect arrangement or understanding understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's ’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountInvestment Intent. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities lawthereof, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountInvestment Intent. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities lawthereof, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself severally and for no other Purchasernot jointly, represents and warrants as of the date hereof and as of the Closing Date to the Company as followsthat: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing acknowledges that Purchaser’s representations and in good standing under warranties contained herein are being relied upon by the laws Company as a basis for the exemption of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser sale of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on Shares from the part registration requirements of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, the Securities Act and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and any applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawstate securities laws. (b) Own Account. Such Purchaser understands that (i) the Securities are "restricted securities" and Shares have not been registered under the Securities Act or any state securities laws by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act and applicable state securities law and laws, (ii) the Shares must be held indefinitely unless a subsequent disposition thereof is acquiring registered under the Securities as principal Act and applicable state securities laws or is exempt from such registration, (iii) the Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect. Purchaser is aware that the provisions of Rule 144, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, is not now, and may not become, available for resale of the Shares. (c) Purchaser is purchasing the Shares for its own account with the intent of holding the Shares for investment and not without the intent of participating directly or indirectly in a distribution thereof. (d) Purchaser and its attorneys, accountants, investment and financial advisors, if any, have had the opportunity to review the books and records of the Company and the Acquired Companies and have been furnished or provided access to such information as Purchaser or its advisors, if any, have requested. Purchaser has had the opportunity to discuss the Company’s and the Acquired Companies’ business, management and financial affairs, and all documents affecting the Company and the Acquired Companies generally, with the Company’s or the Acquired Companies’ management. (e) Purchaser or its investment advisor, if any, is familiar with the business of the Company and the Acquired Companies and realizes that the Shares are a view speculative investment involving a high degree of risk for which there is no assurance of any return. Purchaser has such knowledge and experience in financial and business affairs, including investing in companies similar to or the Company and the Acquired Companies and is capable of determining the information necessary to make an informed investment decision, of requesting such information from the Company and the Acquired Companies, and of utilizing the information that Purchaser has received from the Company and the Acquired Companies to evaluate the merits and risks of Purchaser’s investment in the Shares. Purchaser is able to bear the economic risk of its investment in the Shares, and understands that it must do so for distributing or reselling such an indefinite period of time. (f) Purchaser is or, in the case of ▇▇▇▇▇▇▇ Family LLC, the person making the investment decision is, an “accredited investor”. For purposes hereof, an “accredited investor” means: (1) any bank as defined in section 3(a)(2) of the Securities Act, or any part thereof savings and loan association or other institution as defined in violation section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; any applicable state securities law, has no present intention broker or dealer registered pursuant to section 15 of distributing the Exchange Act; any of such Securities insurance company as defined in violation section 2(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration (the “SBA”) under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any applicable agency or instrumentality of a state securities law or its political subdivisions, for the benefit of its employees if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (2) any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; (3) any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000; (4) any director or executive officer of the Company; (5) any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000; (6) any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has no arrangement or understanding a reasonable expectation of reaching the same income level in the current year; (7) any trust, with any other persons regarding total assets in excess of $5,000,000, not formed for the distribution specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person who has such Securities (this representation knowledge and warranty not limiting such Purchaser's right to sell experience in financial and business matters that he is capable of evaluating the Securities pursuant to merits and risks of the Registration Statement or otherwise prospective investment as described in compliance with applicable federal and state securities lawsRule 506(b)(2)(ii) in violation of the Securities Act or Act; and (8) any applicable state securities law. Such Purchaser is acquiring the Securities hereunder entity in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any which all of the Securitiesequity owners are accredited investors.

Representations and Warranties of the Purchasers. Each Purchaser herebyof the Purchasers, for itself severally and for no other Purchasernot jointly, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such The Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution, execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of such Purchaser. (b) The Purchaser is an “Accredited Investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act. (c) The Purchaser is purchasing the Notes and Warrants for the Purchaser’s own account, for investment purposes only and not with a present intention of entering into or making any subsequent sale, assignment, conveyance, pledge, hypothecation or other transfer thereof. (d) The Purchaser has no need for liquidity in the Purchaser’s investment in the Notes and Warrants and understands that there are restrictions on the subsequent resale or other transfer of the Notes or Warrants. (e) The Purchaser is familiar with the business in which the Company is engaged, and based upon their knowledge and experience in financial and business matters, they are is familiar with the investments of the type that they are undertaking to purchase; they are fully aware of the problems and risks involved in making an investment of this type; and they are capable of evaluating the merits and risks of this investment. (f) The Purchaser acknowledges that, prior to executing this Agreement, he or she has had the opportunity to ask questions of, and receive satisfactory answers from, representatives of the Company, about the Company and the Notes and Warrants and Underlying Shares and any additional information deemed necessary by the Purchaser to verify the accuracy and adequacy of any written information provided to the Purchaser by the Company. Each Transaction Document to which it is a party has been duly executed by such PurchaserSuch Purchaser further acknowledges the availability of the Company’s SEC reports, specifically include the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. (g) The Purchaser understands that the Notes and Warrants, and when delivered issued the Underlying Shares, purchased by the Purchaser are deemed “restricted securities” as such Purchaser term is defined in accordance with Rule 144 promulgated under the terms hereofSecurities Act (“Rule 144”), will constitute and they may not be sold, assigned, conveyed, pledged, hypothecated or otherwise transferred by a holder thereof except pursuant to Rule 144, pursuant to an effective Registration Statement registering the valid and legally Notes, Warrants and/or Underlying Shares under the Securities Act or pursuant to any other available exemption from the registration requirements of the Securities Act then in effect. Further, the following legends (or similar language) shall be placed on such certificate(s) representing the Notes, Warrants and/or Underlying Shares: NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE SAID ACT OR LAWS, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT REGISTRATION IS NOT REQUIRED THEREUNDER. (h) This Agreement constitutes a binding obligation of such Purchaser, the Purchaser enforceable against it it, him or her in accordance with its terms, except (i) as limited by general equitable principles and subject to applicable bankruptcy, insolvency, reorganizationfraudulent conveyance, moratorium and other similar laws of general application affecting enforcement of creditors' ’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (ii) as limited by laws relating to the availability regardless of specific performance, injunctive relief whether enforcement is sought in a proceeding at law or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawin equity). (bi) Own AccountNo state, federal or foreign regulatory approvals, permits, licenses or consents or other contractual or legal obligations are required with respect to the Purchaser in order for the Purchaser to enter into this Agreement or purchase the Notes, Warrants and/or Underlying Shares. (j) Such Purchaser is not purchasing the Notes and Warrants as a result of any advertisement, article, notice or other communication regarding the Notes, Warrants, Underlying Shares or any other securities of the Company published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. Such Purchaser has a pre-existing relationship with the Company. (k) Each Purchaser understands that nothing in the Securities are "restricted securities" and have not been registered under the Securities Act Company’s SEC filings, this Agreement, or any applicable state securities law other materials presented to the Purchaser in connection with the purchase and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation sale of the Securities Act Notes and Warrants constitutes legal, tax or any applicable state securities lawinvestment advice. Each Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has no present intention deemed necessary or appropriate in connection with its purchase of distributing Notes and Warrants. (l) Other than consummating the transactions contemplated hereunder, each Purchaser has not, nor has any person acting on behalf of such Securities in violation of the Securities Act or pursuant to any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with indirectly executed any Person to distribute any purchases or sales of the Securitiessecurities of the Company during the period commencing as of the time that such Purchaser first received information regarding the transaction contemplated in this Agreement (written or oral) from the Company or any other person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Other than to other persons party to this Agreement, each Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). (m) Each Purchaser acknowledges that certain statements included in this investor presentation provided in connection with this Agreement are “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties. Each Purchaser acknowledges that the Company has based these statements on its expectations about future events, but such statements and projections are subject to numerous known and unknown risks and uncertainties. Each Purchaser acknowledges that the Company cannot assure the Purchasers that these expectations will be achieved and that the Company's actual results may differ materially from what it currently expects. Each Purchaser further acknowledges that the comparisons provided of market capitalization value and other sector information is provided for reference only and the Company cannot assure the Purchasers that similar results will be obtained by the Company.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; : Authority. Such . (1) If such Purchaser is an entity entity, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The If such Purchaser is an entity, the execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or, if such Purchaser is not a corporation, such partnership, limited liability company or similar action other applicable like action, on the part of such Purchaser. Each Transaction Document to which it If such Purchaser is a party an entity, each of this Agreement, the Registration Rights Agreement and the Escrow Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other laws equitable principles of general application affecting enforcement application. (2) If such Purchaser is not an entity, the execution, delivery and performance by such Purchaser of creditors' rights generallythe applicable Transaction Documents and the transactions contemplated hereby and thereby have been duly authorized, (ii) and no further consent or authorization in connection therewith is required by the Purchaser. Each of the applicable Transaction Documents has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions such enforceability may be limited by applicable lawbankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself The Purchasers hereby make the following representations and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date warranties to the Company as followsSeller: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under 3.3.1 The Purchasers have the laws of the jurisdiction of its organization with full right, corporate or partnership requisite power and authority to enter into and perform this Agreement and to consummate purchase the transactions contemplated by the Transaction Documents and otherwise shares being sold to carry out its obligations hereunder and thereunderit hereunder. The execution, delivery and performance of this Agreement by such Purchaser Purchasers and the consummation by it of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or similar action on the part authorization of such PurchaserPurchasers is required. Each Transaction Document to which it is a party This Agreement has been duly authorized, executed by such Purchaser, and when delivered by such Purchaser Purchasers and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Purchasers enforceable against such Purchasers in accordance with the terms hereofthereof. 3.3.2 The Purchasers are, and will constitute be at the valid time of the execution of this Agreement, an “accredited investor”, as such term is defined in Regulation D promulgated by the Commission under the Securities Act of 1933, as amended (the “1933 Act”), is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable such Purchasers to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment. The Purchasers have the authority and are duly and legally binding obligation qualified to purchase and own shares of the Company. The Purchasers are able to bear the risk of such Purchaserinvestment for an indefinite period and to afford a complete loss thereof. The information set forth on the signature page hereto regarding the Purchasers is accurate. 3.3.3 On the Closing Date, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating such Purchasers will purchase the Acquired Shares pursuant to the availability terms of specific performancethis Agreement for its own account for investment only and not with a view toward, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawfor resale in connection with, the public sale or any distribution thereof. (b) Own Account. Such Purchaser understands 3.3.4 The Purchasers understand and agree that the Securities are "restricted securities" and Acquired Shares have not been registered under the Securities 1933 Act or any applicable state securities law and is acquiring laws, by reason of their issuance in a transaction that does not require registration under the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any 1933 Act (based in part thereof in violation on the accuracy of the Securities representations and warranties of the Purchasers contained herein), and that such Acquired Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities lawlaws or is exempt from such registration. In any event, has no present intention and subject to compliance with applicable securities laws, the Purchasers may enter into lawful hedging transactions in the course of distributing any hedging the position they assume and the Purchasers may also enter into lawful short positions or other derivative transactions relating to the Acquired Shares, or interests in the Acquired Shares, and deliver the Acquired Shares, or interests in the Acquired Shares, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Acquired Shares, or interests in the Acquired Shares, to third parties who in turn may dispose of such Securities in violation of these Acquired Shares. 3.3.5 The Acquired Shares shall bear the Securities Act following or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities similar legend: “THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (this representation and warranty not limiting such Purchaser's right I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” 3.3.6 The offer to sell the Securities pursuant Acquired Shares was directly communicated to the Registration Statement Purchasers by the Company. At no time were the Purchasers presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in compliance connection and concurrently with applicable federal such communicated offer. 3.3.7 Such Purchasers represents that the foregoing representations and state securities laws) in violation warranties are true and correct as of the Securities Act or any applicable state securities law. Such Purchaser is acquiring date hereof and, unless such Purchasers otherwise notifies the Securities hereunder in Company prior to the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any Closing Date shall be true and correct as of the SecuritiesClosing Date. 3.3.8 The foregoing representations and warranties shall survive the Closing Date and for a period of one year thereafter.

Representations and Warranties of the Purchasers. (a) Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company that the Securities to be acquired by it hereunder (including the Conversion Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as follows: the case may be) are being acquired for its own account for investment and with no intention of distributing or reselling such Securities (aincluding the Conversion Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and or any part thereof or interest therein in good standing under any transaction which would be in violation of the securities laws of the jurisdiction United States of its organization with full rightAmerica or any State. Nothing in this Agreement, corporate however, shall prejudice or partnership power and authority otherwise limit a Purchaser’s right to enter into and to consummate the transactions contemplated by the Transaction Documents and sell or otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser dispose of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the any part of such PurchaserConversion Shares or Warrant Shares under an effective registration statement under the Securities Act and in compliance with applicable state securities laws or under an exemption from such registration. Each Transaction Document to which it is a party has been duly executed by such PurchaserBy executing this Agreement, and when delivered by each Purchaser further represents that such Purchaser in accordance does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any Person with respect to any of the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawSecurities. (b) Own Account. Such Each Purchaser understands that the Securities are "restricted securities" (including the Conversion Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be) have not been registered under the Securities Act and may not be offered, resold, pledged or any applicable state securities law and is acquiring otherwise transferred except (a) pursuant to an exemption from registration under the Securities Act (and, if requested by the Company, based upon an opinion of counsel acceptable to the Company) or pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States and other jurisdictions. Each Purchaser agrees to the imprinting, so long as principal for its own account appropriate, of the following legend on the Securities (including the Conversion Shares and not with a view the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be): The legend set forth above may be removed if and when the Conversion Shares or the Warrant Shares, as the case may be, are disposed of pursuant to or for distributing or reselling such Securities or any part thereof in violation of an effective registration statement under the Securities Act or any in the opinion of counsel to the Company experienced in the area of United States Federal securities laws such legends are no longer required under applicable state securities law, has no present intention of distributing any of such Securities in violation requirements of the Securities Act or any applicable state securities law Act. The Shares, the Conversion Shares and has no arrangement or understanding with the Warrant Shares shall also bear any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement legends required by applicable Federal or otherwise in compliance with applicable federal and state securities laws) , which legends may be removed when in violation the opinion of counsel to the Company experienced in the applicable securities laws, the same are no longer required under the applicable requirements of such securities laws. The Company agrees that it will provide each Purchaser, upon request, with a substitute certificate, not bearing such legend at such time as such legend is no longer applicable. Each Purchaser agrees that, in connection with any transfer of the Conversion Shares or the Warrant Shares by it pursuant to an effective registration statement under the Securities Act, such Purchaser will comply with all prospectus delivery requirements of the Securities Act. The Company makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of the Shares, the Conversion Shares or the Warrant Shares. (c) Each Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act. (d) Each Purchaser represents and warrants to the Company that it has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, having been represented by counsel, and has so evaluated the merits and risks of such investment and is able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment. (e) Each Purchaser represents and warrants to the Company that (i) the purchase of the Securities to be purchased by it has been duly and properly authorized and this Agreement has been duly executed and delivered by it or on its behalf and constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principals of equity; (ii) the purchase of the Securities to be purchased by it does not conflict with or violate its charter, by-laws or any law, regulation or court order applicable state securities law. Such Purchaser is acquiring to it; and (iii) the purchase of the Securities hereunder in to be purchased by it does not impose any penalty or other onerous condition on Purchaser under or pursuant to any applicable law or governmental regulation. (f) Each Purchaser represents and warrants to the ordinary course Company that neither it nor any of its business. Such Purchaser does not have any agreement directors, officers, employees, agents, partners, members, or understandingcontrolling persons has taken, directly or indirectly, with any Person actions designed, or might reasonably be expected to distribute any cause or result in the stabilization or manipulation of the price of the Common Stock. (g) Each Purchaser acknowledges it or its representatives have reviewed the Disclosure Documents and further acknowledges that it or its representatives have been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the Securities; and (iii) the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy and completeness of the information contained in the Disclosure Documents. (h) Each Purchaser represents and warrants to the Company that it has based its investment decision solely upon the information contained in the Disclosure Documents and such other information as may have been provided to it or its representatives by the Company in response to their inquiries, and has not based its investment decision on any research or other report regarding the Company prepared by any third party (“Third Party Reports”). Each Purchaser understands and acknowledges that (i) the Company does not endorse any Third Party Reports and (ii) its actual results may differ materially from those projected in any Third Party Report. (i) Each Purchaser understands and acknowledges that (i) any forward-looking information included in the Disclosure Documents supplied to Purchaser by the Company or its management is subject to risks and uncertainties, including those risks and uncertainties set forth in the Disclosure Documents; and (ii) the Company’s actual results may differ materially from those projected by the Company or its management in such forward-looking information. (j) Each Purchaser understands and acknowledges that (i) the Securities are offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption depends in part on, and that the Company and its counsel will rely upon, the accuracy and truthfulness of the foregoing representations and Purchaser hereby consents to such reliance.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself severally and for no other Purchaser, not jointly represents and warrants to the Corporation as of the date hereof and as of the date of each Closing Date to the Company as followsin which such Purchaser shall participate that: (a) Organization; Authority. Such Purchaser is an entity It has duly organizedauthorized, validly existing executed and in good standing under the laws delivered this Agreement and such of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance as require execution by such Purchaser Purchaser. ​ ​ ​ ​ (b) It and its purchaser representative (if any) have received copies of the Corporation’s Certificate of Incorporation and it and its purchaser representative (if any) currently have, and (unless it has a purchaser representative) it had immediately prior to the receipt of any offer regarding the Corporation, such knowledge and experience in financial and business matters as to be able to evaluate the risks and merits of an investment in the Corporation. (c) Its financial condition is such that it is able to bear the risk of holding the Notes for an indefinite period of time and the risk of loss of its entire investment in the Corporation. (d) The Corporation and its officers have made available all additional information which it has requested in connection with the transactions contemplated by this Agreement Agreement. No representations or warranties have been duly authorized made to it by all necessary corporate the Corporation or similar action on its officers, Directors or employees, or any agent of the part of such PurchaserCorporation other than as set forth in this Agreement. Each Transaction Document to which it is a party It has been duly executed by such Purchaser, afforded an opportunity to ask questions of and when delivered by such Purchaser in accordance with receive answers from the officers and Directors of the Corporation concerning the terms hereof, will constitute and conditions of the valid purchase of the Notes and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except the opportunity to obtain any additional information (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability extent the officers and Directors of specific performance, injunctive relief the Corporation have such information or other equitable remedies could acquire it without unreasonable effort or expense) necessary to verify the accuracy of information otherwise furnished by the Corporation. It has investigated the acquisition of the Notes to the extent it has deemed necessary or desirable and (iii) insofar as indemnification the Officers and contribution provisions may be limited by applicable lawDirectors of the Corporation have provided it with any assistance it has requested in connection therewith. (be) Own AccountIt is acquiring the Notes for its own account for investment, with no intention of distributing or selling any portion thereof within the meaning of the Securities Act, and will not transfer the Notes in violation of the Securities Act or the then applicable rules or regulations thereunder or any other applicable law. Such Purchaser No one other than it has any interest in or any right to acquire the Notes. It understands and acknowledges that the Corporation will have no obligation to recognize the ownership, beneficial or otherwise, of such Notes by anyone but it. (f) It is aware that its rights to transfer the Notes are restricted by the Securities Act, applicable state securities laws and laws of other jurisdictions and the absence of a market for the Notes, and it will not offer for sale, sell or otherwise transfer the Notes without complying with the provisions of the Stockholders’ Agreement. It understands that there are substantial restrictions on the transferability of the Notes; the Notes will not be, and investors in the Corporation have no rights to require that the Notes be, registered under the Securities Act; there will be no public market for the Notes; it may not be able to avail itself of exemptions available for resale of the Notes without registration, and accordingly, may have to hold the Notes indefinitely, and it may not be possible for it to liquidate the investment in the Corporation. (g) It is a resident of the state, territory or other jurisdiction identified in its address set forth under its signature hereto and the offer of the Notes was made to it in such state, territory or jurisdiction. (h) It understands that the Securities are "restricted securities" and Notes have not been registered under the Securities Act or any applicable state securities act or other applicable law in reliance on an exemption for private offerings, and it acknowledges that it is acquiring purchasing equity securities in the Securities as principal for its own account Corporation without being furnished any offering literature or prospectus. (j) It has full power and not with authority to make the representations referred to herein, and to ​ ​ ​ ​ purchase the Notes pursuant to this Agreement, and to execute and deliver this Agreement. (k) If the Purchaser is a view to corporation, trust, partnership or for distributing or reselling such Securities or any part thereof in violation other organization, (i) the person signing this Agreement on behalf of the Securities Act or any applicable state securities law, Purchaser has no present intention of distributing any of been duly authorized to execute this Agreement and (ii) such Securities in violation of the Securities Act or any applicable state securities law execution and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser delivery does not have violate, or conflict with, the terms of any agreement or understandinginstrument to which the Purchaser is a party or by which it is bound. This Agreement has been duly executed by the Purchaser and constitutes a valid and legally binding agreement of the Purchaser. (l) It understands that no United States Federal or state agency or agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of the offering and sale of the Notes. (m) It is not relying on the Corporation, the officers and Directors of the Corporation or any of their employees, agents or representatives for legal, investment or tax advice, and it has sought independent legal, investment and tax advice to the extent it has deemed necessary or appropriate in connection with its decision to purchase the Notes. (n) It is an “accredited investor,” as such term is defined in the Securities Act. (o) It understands that Swan Law PC represents only the Corporation in connection with the offering of the Notes, and that the Corporation has advised it to consult its own legal and tax advisors in connection the purchase of the Notes. (p) IT HAS READ CAREFULLY AND UNDERSTANDS THIS AGREEMENT AND HAS CONSULTED WITH ITS OWN ATTORNEY, ACCOUNTANT OR INVESTMENT ADVISOR WITH RESPECT TO THE INVESTMENT CONTEMPLATED BY THIS AGREEMENT AND ITS SUITABILITY FOR SUCH PURCHASER. ANY OTHER ACKNOWLEDGEMENT, REPRESENTATION, WARRANTY OR AGREEMENT BY SUCH PURCHASER IN THIS AGREEMENT SHALL NOT BE DEEMED TO LIMIT THE GENERALITY OF THIS REPRESENTATION AND WARRANTY. Each Purchaser acknowledges that the foregoing representations and warranties are made by it with the intent that they may be relied upon by the Corporation and its counsel in determining its eligibility to purchase the Securities under the relevant securities laws. The Corporation and its counsel shall be entitled to rely on the representations and warranties of each Purchaser contained herein and each Purchaser shall indemnify and hold harmless the Corporation and its counsel for any losses, claims, costs, expenses, damages or liabilities they may suffer or incur which are caused by or arise from, directly or indirectly, with any Person to distribute any of the Securitiestheir reliance thereon.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:follows (unless as of a specific date therein): (a) Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate corporate, partnership or partnership limited liability company power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution, execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party This Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. The execution, delivery and performance by the Purchaser of the Agreement and the consummation by it of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Purchaser’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Purchaser is subject (including federal and state securities laws and regulations), or by which any property or asset of the Purchaser is bound or affected. (c) Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities Shares as principal for its own account and not with a view to or for distributing or reselling such Securities Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understanding understandings with any other persons to distribute or regarding the distribution of such Shares in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser's ’s right to sell the Securities Shares pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities Shares hereunder in the ordinary course of its business. (d) Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first became aware of the proposed transactions contemplated hereunder and ending immediately prior to the execution hereof. Such Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation 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 covered by this Agreement. Other than to other Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future. The Company acknowledges and agrees that each Purchaser does not have make or has not made any agreement representations or understanding, directly or indirectly, warranties with any Person respect to distribute any of the Securitiestransactions contemplated hereby other than those specifically set forth in this Section 3.2.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, of the Purchasers severally represents and warrants as of to, and agrees with, the date hereof and as of the Closing Date to Guarantor, the Company and the Trust as follows: (a) Organization; Authority. Such Purchaser 5.1 Each of the Purchasers is an entity duly organized, validly existing and in good standing under the its respective laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser organization. 5.2 Each of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on Purchasers understands and acknowledges that the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such PurchaserPreferred Securities, the Notes and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except Indenture Guarantee (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable state securities law and is acquiring law, (ii) are being offered for sale by the Trust in transactions not requiring registration under the Securities as principal Act and (iii) may not be offered, sold, pledged or otherwise transferred by the Purchasers except in compliance with the registration requirements of the Securities Act or any other applicable securities laws, pursuant to an exemption therefrom or in a transaction not subject thereto. 5.3 Each of the Purchasers has all requisite power and authority to enter into this Agreement. 5.4 Each of the Purchasers represents and warrants that it is purchasing the Preferred Securities for its own account and not with a view to to, or for distributing offer or reselling such Securities or sale in connection with, any part distribution thereof in violation of the Securities Act or other applicable securities laws, subject to any applicable state securities law, has no present intention requirement of distributing law that the disposition of its property be at all times within its control and subject to its ability to resell such Preferred Securities pursuant to an effective registration statement under the Securities Act or under Rule 144A or any of such Securities in violation of other exemption from registration available under the Securities Act or any other applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring Each of the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute Purchasers understands that no public market exists for any of the Preferred Securities, and that it is unlikely that a public market will ever exist for the Preferred Securities. 5.5 Neither the Purchasers, nor any of the Purchasers' affiliates, nor any person acting on the Purchasers' or the Purchasers' affiliates' behalf, has engaged or will engage, in any form of "general solicitation or general advertising" (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the Preferred Securities. 5.6 Each of the Purchasers represents and warrants that (a) it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers in connection herewith to the extent it has deemed necessary; (b) it has had a reasonable opportunity to ask questions of and receive answers from officers and representatives of the Guarantor and the Sellers concerning their respective financial condition and results of operations and the purchase of the Preferred Securities and any such questions have been answered to its satisfaction; (c) it has had the opportunity to review all publicly available records and filings concerning the Guarantor and the Sellers and it has carefully reviewed such records and filings that it considers relevant to making an investment decision; and (d) it has made its own investment decisions based upon its own judgment, due diligence and advice from such advisers as it has deemed necessary and not upon any view expressed by the Guarantor and the Sellers. 5.7 Each of the Purchasers represents and warrants that it is an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 of Regulation D under the Securities Act.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: follows (a) unless as of a specific date therein): Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) . Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understanding understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants or converts any Common Stock it will be either: (i) an "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a "qualified institutional buyer" as defined in Rule 144A(a) under the Securities Act. Such Purchaser does is not have any agreement or understanding, directly or indirectly, with any Person required to distribute any be registered as a broker-dealer under Section 15 of the SecuritiesExchange Act.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself The Purchasers hereby severally represent and for no other Purchaser, represents warrant to the Seller that the following statements shall be true and warrants correct in all respects as of the date hereof and as of the Closing Date to (as if such representations and warranties were made again on the Company as follows:Closing Date): (a) Organization; Authority. Such Each Purchaser is an entity duly organized, validly existing and in good standing under has the laws of the jurisdiction of its organization with full right, corporate or partnership requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by the Transaction Documents hereby and otherwise to carry out its obligations hereunder and thereunderhereunder. The executionNo consent, delivery approval or agreement of any individual or entity is required to be obtained by such Purchaser in connection with the execution and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized or the execution and performance by all necessary corporate such Purchaser of any agreements, instruments or similar action on the part of such Purchaserother obligations entered into in connection with this Agreement. Each Transaction Document to which it is a party This Agreement has been duly authorized, executed by such Purchaser, and when delivered by each Purchaser and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawthereof. (b) Own Account. Such On the Closing Date, each Purchaser will purchase the Shares pursuant to the terms of this Agreement for its own account, for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof. (c) Each Purchaser understands and agrees that the Securities are "restricted securities" and Shares have not been registered under the Securities 1933 Act or any applicable state securities law and is acquiring laws, by reason of their issuance in a transaction that does not require registration under the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any 1933 Act (based in part thereof in violation on the accuracy of the Securities representations and warranties of the Purchasers contained herein), and that such Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities lawlaws or is exempt from such registration. In any event, has no present intention and subject to compliance with applicable securities laws, the Purchasers may enter into lawful hedging transactions in the course of distributing any hedging the position they assume and the Purchasers may also enter into lawful short positions or other derivative transactions relating to the Shares, or interests in the Shares, and deliver the Shares, or interests in the Shares, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Shares, or interests in the Shares, to third parties who in turn may dispose of such Securities these Shares. (d) The Shares shall bear the following or similar legend: “THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” (e) Each Purchaser is not a party to a plan or to participate in violation an unlawful distribution of unregistered securities and will act in accordance with the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities 1933, as amended. (this representation and warranty not limiting such Purchaser's right f) The offer to sell the Securities pursuant Shares was directly communicated to each Purchaser by the Seller. At no time was such Purchaser presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. The representations and warranties made above by each Purchaser shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder Closing Date in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of twelfth month after the SecuritiesClosing Date.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountInvestment Intent. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities lawthereof, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. (c) Purchaser Questionnaire. Purchaser has delivered to the Company the appropriate Purchaser Questionnaire. The Purchaser has answered all questions on the appropriate Purchaser Questionnaire attached as Exhibit E hereto and the answers thereto are true, correct and complete as of the Closing Date. The Purchaser will notify the Company immediately of any change in any information provided by the Purchaser on the Purchaser Questionnaire until such time as the Purchaser has sold all of its Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company with respect to this purchase of the Series C Preferred provided for herein as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under All action on the laws part of the jurisdiction of its organization with full rightPurchaser for the authorization, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly taken. The Agreements, when executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereofPurchaser, will constitute the valid and legally binding obligation obligations of such the Purchaser, enforceable against it in accordance with its their terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such The Purchaser understands that is an accredited investor within the meaning of Regulation D prescribed by the Securities are and Exchange Commission (the "restricted securities" and have not been registered under COMMISSION") pursuant to the Securities Act or any applicable state securities law and Act. (c) The Purchaser is acquiring the Securities as principal for investment for its own account and not with a view to to, or for distributing or reselling such resale in connection with, any distribution. The Purchaser understands that the Securities or any part thereof in violation to be purchased 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 Purchaser acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available. The Purchaser is aware of the provisions of Rule 144 promulgated under the Act which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, in case the Purchaser has held the securities for less than two (2) years or is an affiliate of the Company, among other things: the availability of certain current public information about the Company, the resale occurring not less than one (1) year after the securities were purchased from the Company or an affiliate of the Company, the sale being through a "broker's transaction" or in transactions directly with a "market maker," and the number of shares being sold during any applicable state securities law, has three (3) month period not exceeding specified limitations. (e) The Purchaser understands that no present intention of distributing public market now exists for any of such Securities in violation the securities issued by the Company and that there can be no assurance that a public market will ever exist for the Securities. (f) The Purchaser has had an opportunity to discuss the Company's business, management and financial affairs and the terms and conditions of the Securities Act offering of the Series C Preferred with the Company's management. (g) The Purchaser has not engaged any brokers, finders, or any applicable state securities law agents and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation not incurred, and warranty will not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understandingincur, directly or indirectly, any liability for brokerage or finder's fee or agents' commissions or any similar charges in connection with this Agreement and the transactions contemplated hereby and agrees to indemnify and to hold the Company harmless of and from any liability for any commission or compensation in the nature of a finder's fee to any broker or other person or firm (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser, or any of its employees or representatives, is responsible. (h) If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any Person invitation to distribute subscribe for the Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Such Purchaser's subscription and payment for and continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser's jurisdiction.

Representations and Warranties of the Purchasers. 7.01 Each Purchaser herebyPurchaser, severally for itself only and for no not with respect to any other Purchaser, as applicable, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as followsand each of the Guarantors that: (a) Organization; Authority. Such At the time of the Purchase, (i) such Purchaser is an entity duly organized, validly existing and in good standing under or will be the laws sole beneficial owner of the jurisdiction New Notes set forth opposite its name on Schedule III hereto and as set forth in each relevant DTC Participant Certification and Beneficial Owner Certification with respect to such Purchaser delivered pursuant to the Consent Letter, and has or will have good and valid title to its New Notes, free and clear of any Liens and any adverse claim or right; (ii) such Purchaser has not and will not have, in whole or in part, (x) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its organization New Notes or its rights in its New Notes or (y) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with full right, corporate or partnership power and authority respect to enter into and to consummate its New Notes since the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part date of such Purchaser. Each Transaction Document ’s DTC Participant Certification and Beneficial Owner Certification; and (iii) such Purchaser releases and discharges the Company from any and all claims such Purchaser may have now, or may have in the future, arising out of, or related to, the New Notes. (b) It has the power to execute, deliver and perform this Agreement and any other documentation relating to this Agreement to which it is a party and it has taken all necessary action to authorize such execution, delivery and performance; such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; all governmental and other consents that are required to have been duly executed obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute consents have been complied with. This Agreement is the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except that the enforcement thereof may be subject to the Enforceability Exceptions. (c) Such Purchaser has reviewed the Disclosure Package and understands and acknowledges that, as the offer and sale of the Securities contemplated by this Agreement is a private placement of securities, it is responsible for conducting its own due diligence in connection with its purchase of the Securities. It acknowledges that (a) it has conducted its own investigation of the Company, the Guarantors and their subsidiaries and the terms of the Securities, (b) it has had the opportunity to ask and has asked any queries regarding an acquisition of the Securities, the Company and the Guarantors and their subsidiaries and their affairs, and the terms of the Securities, and has received satisfactory answers from representatives of the Company or the Guarantors, and has had access to such financial information and other information concerning the Company, the Guarantors and the Securities as it has deemed necessary and relevant to make an informed investment decision on its behalf and on behalf of each account for which it is acting (if any), and (c) it has made its own assessment concerning the relevant tax, legal, economic and other considerations relevant to its investment in the Securities, and has not relied on the advice of, or any representations by, any third party (other than such Purchaser’s own advisors) in making such investment decision. (d) It and each account for which it is acting (if any) is either (A) both an “Accredited Investor” (as defined in Rule 501 of Regulation D under the Securities Act) and a “Qualified Institutional Buyer” within the meaning of Rule 144A purchasing the Securities in reliance upon a private placement exemption from registration under the Securities Act pursuant to Section 4(a)(2) thereof, or (B) a non-“U.S. Person” purchasing the Offered Securities in an offshore transaction in accordance with (and as defined in) Regulation S, and in the case of clause (B), if such Purchaser is purchasing any Securities (i) as limited on its own behalf, such Purchaser (x) has its principal address outside the United States and (y) was located outside the United States at the time any offer to buy the Securities was made to such Purchaser and at the time that this Agreement is executed by general equitable principles and applicable bankruptcysuch Purchaser, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, and/or (ii) solely on behalf of other persons, entities or accounts (each, a “non-U.S. Account”), each such non-U.S. Account is also a non-“U.S. Person” and was located outside the United States at the time any offer to buy Securities was made and at the time this Agreement is executed by such Purchaser. It is an institution which (a) is a sophisticated institutional investor, (b) has such knowledge and experience in financial and business matters and expertise in assessing credit risk that it is capable of evaluating the merits and risks of its investments in the Securities (and has sought such accounting, legal, tax and other advice as limited by laws relating it has considered necessary to make an informed investment decision), and (c) it, and each account for which it is acting (if any) is aware that there are substantial risks incident to the availability purchase of specific performancethe Securities and is able to bear the economic risk, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawsustain a complete loss, of such investment in the Securities. (be) Own Account. Such Purchaser acknowledges that no representations, express or implied, are being made with respect to the Company, the Guarantors, the Securities or otherwise, other than those expressly set forth in this Agreement. In making its decision to purchase the Securities, such Purchaser has relied upon the information and representations in this Agreement. (f) It understands (and each beneficial owner of the Securities for which it is acting (if any) has been advised and understands) that the Securities are "restricted securities" and have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States, that any offer and sale of the Securities to it is being made in reliance on an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act in a transaction not involving any public offering in the United States. It represents and warrants that its purchase of the Securities is lawful under the laws of the jurisdiction of its incorporation and the jurisdiction in which it operates (if different), and that such acquisition will not contravene any law, regulation or regulatory policy applicable state securities law to it. Such Purchaser further understands that the exemption from registration afforded by Rule 144 depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. Such Purchaser acknowledges that the Company is relying on the representations and warranties of such Purchaser in this Section 8 and it agrees to notify any subsequent purchaser of the Securities from it of the resale restrictions referred to herein, as applicable. Each Purchaser acknowledges that the Securities shall bear legends upon issuance and as and when required by the Indenture, and that the Securities shall be issued with original issue discount for U.S. federal income tax purposes. (g) It is acquiring the Securities as principal for its own account account, or for one or more accounts (and as to each of which it has authority to acquire the Securities and exercise sole investment discretion), for investment purposes, and not with a view to to, or for distributing resale in connection with, the distribution thereof, directly or reselling such Securities indirectly, in whole or any part thereof in part, in the United States in violation of the Securities Act or Act. Neither it nor any applicable state securities law, has no present intention account for which it is acting (if any) was formed for the specific purpose of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. a. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: that the Securities to be acquired by it hereunder (aincluding the Conversion Shares that it may acquire upon conversion thereof) Organization; Authority. Such Purchaser is an entity duly organized, validly existing are being acquired for its own account for investment and with no present intention of distributing or reselling such Securities (including the Conversion Shares that it may acquire upon conversion thereof) or any part thereof or interest therein in good standing under any transaction which would be in violation of the securities laws of the jurisdiction United States of its organization with full rightAmerica or any State. Nothing in this Agreement, corporate however, shall prejudice or partnership power and authority otherwise limit a Purchaser’s right to enter into and to consummate the transactions contemplated by the Transaction Documents and sell or otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser dispose of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the any part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by Conversion Shares under an effective registration statement under the Securities Act and in compliance with applicable state securities laws or under an exemption from such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawregistration. (b) Own Account. Such b. Each Purchaser understands that the Securities are "restricted securities" and (including the Conversion Shares that it may acquire upon conversion thereof) have not been registered under the Securities Act and may not be offered, resold, pledged or any applicable state securities law and is acquiring otherwise transferred except (a) pursuant to an exemption from registration under the Securities Act (and, if requested by the Company, based upon an opinion of counsel acceptable to the Company) or pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States and other jurisdictions. Each Purchaser agrees to the imprinting, so long as principal for its own account appropriate, of the following legend on the Securities (including the Conversion Shares that it may acquire upon conversion thereof): Further with regard to the Series A Stock, the following legend shall be included: The legend set forth above may be removed if and not with a view when the Conversion Shares are disposed of pursuant to or for distributing or reselling an effective registration statement under the Securities Act or, in the opinion of counsel to the Company experienced in the area of United States Federal securities laws, such Securities or any part thereof in violation legends are no longer required under applicable requirements of the Securities Act Act. The Shares and the Conversion Shares shall also bear any other legends required by applicable Federal or any applicable state securities lawlaws, has which legends may be removed when in the opinion of counsel to the Company experienced in the applicable securities laws, the same are no present intention of distributing any longer required under the applicable requirements of such securities laws. The Company agrees that it will provide each Purchaser, upon request, with a substitute certificate, not bearing such legend at such time as such legend is no longer applicable. Each Purchaser agrees that, in connection with any transfer of the Conversion Shares by it pursuant to an effective registration statement under the Securities in violation Act, it will comply with all prospectus delivery requirements of the Securities Act Act. c. Each Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act. None of the Purchasers learned of the opportunity to acquire Shares or any applicable state securities law other security issuable by the Company through any form of general advertising or public solicitation. d. Each Purchaser represents and warrants to the Company that it has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, having been represented by counsel, and has no arrangement or understanding with any other persons regarding so evaluated the distribution merits and risks of such Securities (this representation investment and warranty not limiting is able to bear the economic risk of such Purchaser's right investment and, at the present time, is able to sell the Securities pursuant afford a complete loss of such investment. e. Each Purchaser represents and warrants to the Registration Statement or otherwise in compliance with applicable federal and state securities lawsCompany that (i) in violation the purchase of the Securities Act to be purchased by it has been duly and properly authorized and this Agreement has been duly executed and delivered by it or on its behalf and constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity; (ii) the purchase of the Securities to be purchased by it does not conflict with or violate its charter, by-laws or any law, regulation or court order applicable state securities law. Such Purchaser is acquiring to it; and (iii) the purchase of the Securities hereunder in to be purchased by it does not impose any penalty or other onerous condition on the ordinary course Purchaser under or pursuant to any applicable law or governmental regulation. f. Each Purchaser represents and warrants to the Company that neither it nor any of its business. Such Purchaser does not have any agreement directors, officers, employees, agents, partners, members, or understandingcontrolling persons has taken, or will take, directly or indirectly, any actions designed, or that might reasonably be expected to cause or result in, the destabilization or manipulation of the price of the Common Stock. g. Each Purchaser acknowledges it or its representatives have reviewed the Disclosure Documents and further acknowledges that it or its representatives have been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the Securities; and (iii) the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy and completeness of the information contained in the Disclosure Documents. h. Each Purchaser represents and warrants to the Company that it has based its investment decision solely upon the information contained in the Disclosure Documents and such other information as may have been provided to it or its representatives by the Company in response to its inquiries, and has not based its investment decision on any research or other report regarding the Company prepared by any third party (“Third Party Reports”). Each Purchaser understands and acknowledges that (i) the Company does not endorse any Third Party Reports and (ii) its actual results may differ materially from those projected in any Third Party Report. i. Each Purchaser understands and acknowledges that (i) any forward-looking information included in the Disclosure Documents is subject to risks and uncertainties, including those risks and uncertainties set forth in the Disclosure Documents; and (ii) the Company’s actual results may differ materially from those projected by the Company or its management in such forward-looking information. j. Each Purchaser understands and acknowledges that (i) the securities are offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption depends in part on, and that the Company and its counsel will rely upon, the accuracy and truthfulness of the foregoing representations and Purchaser hereby consents to such reliance. k. Unless otherwise represented to the Company, none of the purchasers is a broker or dealer registered pursuant to Section 15 of the Exchange Act (a “registered broker-dealer”) or is affiliated with a registered broker-dealer. None of the Purchasers is party to any Person to distribute agreement for distribution of any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself The Purchasers jointly and for no other Purchaser, represents severally represent and warrants warrant to the Company as of the date hereof and the First Closing Date (except to the extent made only as of the Closing Date to the Company a specified date, in which case as of such date) as follows: (a) Organization; Authority. Such Each Purchaser is acquiring the Units for its own account for investment and not with a view towards the resale, Transfer or distribution thereof, nor with any present intention of distributing the Units, Common Shares, Warrants or Warrant Shares (the “Securities”) but subject, nevertheless, to any requirement of law that the disposition of such Purchaser’s property shall at all times be within such Purchaser’s control, and without prejudice to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of such securities in compliance with Applicable Laws. (b) Each Purchaser is an entity duly organized, validly existing “accredited investor” for the purposes of National Instrument 45-106-Prospectus and in good standing Registration Exemptions and within the meaning of Rule 501 of Regulation D under the laws of the jurisdiction of its organization with Securities Act. (c) Each Purchaser has full right, corporate or partnership power and authority legal right to enter into execute and to consummate the transactions contemplated by deliver this Agreement and the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party and to perform its obligations hereunder and thereunder. (d) Each Purchaser has been duly executed taken all action necessary for the authorization, execution, delivery and performance of this Agreement and the Transaction Documents to which it is a party and its obligations hereunder and thereunder, and, upon execution and delivery by such Purchaserthe Company, this Agreement and when delivered by such Purchaser in accordance with the terms hereof, will Transaction Documents to which it is a party shall constitute the valid and legally binding obligation of such Purchaser, enforceable against it such Purchaser in accordance with its their respective terms, except (i) as that such enforcement may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws now or hereafter in effect relating to the availability creditors’ rights and general principles of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawequity. (be) Own Account. Such Each Purchaser 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 the Transaction Documents to which it is a party, and is able to bear the economic risk of such investment for an indefinite period of time. (f) Each Purchaser understands that no U.S. or Canadian federal, state or provincial agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Units or an investment therein. (g) The Purchasers have, or will have, the available funds to purchase the Units on the terms and conditions contemplated by this Agreement. (h) The Purchasers acknowledge that: (1) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (2) there is no government or other insurance covering the Securities; (3) there are risks associated with the purchase of the Securities; (4) there are restrictions on their ability to resell the Securities and it is the responsibility of the Purchasers to find out what those restrictions are and to comply with them before selling the Securities; and (5) the Company has advised the Purchasers that the Company is relying on an exemption from the requirements to provide the Purchasers with a prospectus and to sell securities through a person registered to sell securities under the Securities Act (British Columbia) and, as a consequence of acquiring Units pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia), including statutory rights of rescission or damages, will not be available to the Purchasers. (i) Each Purchaser understands that the Securities are "restricted securities" and have not been and will not be registered under the Securities Act, that the Securities are “restricted securities” as defined in Rule 144, and that the sale contemplated hereby is being made only to institutional “accredited investors” as defined in Rule 501(a) of Regulation D under the Securities Act or any applicable state securities law (“Institutional Accredited Investors”) in reliance on the exemption from registration set forth in Rule 506 of Regulation D. (j) Each Purchaser has had access to such information, if any, concerning the Company as the Purchaser has considered necessary in connection with the Purchaser’s decision to invest in the Units. (k) Each Purchaser is an Institutional Accredited Investor and the Purchaser is acquiring Units for the Securities as principal for its Purchaser’s own account or for the account of an Institutional Accredited Investor as to which the Purchaser exercises sole investment discretion, and for investment and not with a view to any resale, distribution or for distributing or reselling such Securities or any part thereof in violation other disposition of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act United States federal securities laws or any applicable state securities law and laws. (l) Each Purchaser has no arrangement not purchased the Units as a result of any general solicitation or understanding with any other persons regarding the distribution of such Securities general advertising (this representation and warranty not limiting such Purchaser's right to sell as those terms are used in Regulation D under the Securities pursuant Act), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (m) The state in which each Purchaser received and accepted the offer to purchase the Registration Statement Units is the address listed on the signature page of this Agreement. (n) Each Purchaser agrees that if the Purchaser decides to offer, sell, pledge or otherwise in compliance with applicable federal and state securities laws) in violation Transfer any of the Securities Act or Securities, the Purchaser will not Transfer any applicable state securities law. Such Purchaser is acquiring of the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understandingSecurities, directly or indirectly, other than under a registration pursuant to the Securities Act or an exemption for registration under the Securities Act. (o) Each Purchaser understands and acknowledges that the Company is not obligated to remain a “foreign issuer” within the meaning of Regulation S under the Securities Act. (p) Each Purchaser consents to the Company making a notation on its records or giving instructions to any transfer agent of the Securities in order to implement the restrictions on transfer set forth and described herein. (q) Each Purchaser understands and agrees that the financial statements of the Company have been prepared in accordance with any Person Canadian generally accepted accounting principles, which differ in some respects from United States generally accepted accounting principles, and thus may not be comparable to distribute any financial statements of United States companies. (r) Each Purchaser understands and agrees that there may be material tax consequences to it of an acquisition, holding or disposition of the Securities. The Company gives no opinion and makes no representation with respect to the tax consequences to the Purchaser under United States, state, local or foreign tax law of their acquisition, holding or disposition of the Securities, and each Purchaser acknowledges that it is solely responsible for determining the tax consequences of its investment.

Representations and Warranties of the Purchasers. Each Purchaser herebyAt the Initial Closing and the Takedown Closing, each Purchaser, for itself and for no other Purchaseronly, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as followsthat: (a) Organization; Authority. Such Purchaser is an entity has duly organizedauthorized, validly existing executed and in good standing under the laws delivered this Agreement and such of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Operative Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance as require execution by such Purchaser. (b) It is such Purchaser's present intention to acquire the Securities for its own account. (c) The Securities are being and will be acquired for the purpose of investment and not with a view to "distribution" or resale thereof within the meaning of the Securities Act; subject, nevertheless, to the condition that, except as otherwise provided herein or in the Stockholders' Agreement, the disposition of the property of such Purchaser shall at all times be within its control. (d) Such Purchaser acknowledges that it has reviewed and discussed the Borrowers' business, affairs and current prospects with such officers of the Borrowers and others as it has deemed appropriate or desirable in connection with the transactions contemplated by this Agreement Agreement. Such Purchaser further acknowledges that it has requested, received and reviewed such information, undertaken such investigation and made such further inquiries of officers of the Borrowers and others as it has deemed appropriate or desirable in connection with such transactions, provided, however, no investigation made heretofore or hereafter by or on behalf of such Purchaser shall have been duly authorized by all necessary corporate or similar action any effect whatsoever on the part representations and warranties of the Borrowers hereunder, each of which will survive any such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawinvestigation. (be) Own Account. Such Purchaser understands that it must bear the economic risk of its investment for an indefinite period of time because the Securities are "restricted securities" not, and have will not been be, registered under the Securities Act or any applicable state securities law laws, except as may be provided in this Agreement and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal Rights Agreement, and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does may not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.be resold unless

Representations and Warranties of the Purchasers. Each Purchaser hereby, of the Purchasers for itself and for no other Purchaser, hereby represents and warrants as of the date hereof to and as of the Closing Date to agrees with the Company as follows: (a) Organization; Authoritysuch Purchaser is an "accredited investor" as such term is defined in Rule 501(a) promulgated under the Securities Act. Such Purchaser is an entity duly organized, validly existing agrees to furnish any additional information requested to assure compliance with applicable federal and state securities laws in good standing under connection with the laws acquisition and sale of the jurisdiction Shares, the Warrants and the Reserved Common Stock; (b) such Purchaser has such knowledge, skill and experience in financial, investment and business matters to be capable of evaluating the merits and risks of an investment in the Shares and Warrants, to make an informed decision relating thereto and to protect its organization own interests in connection with full rightthe transaction; (c) such Purchaser has all requisite power, corporate or partnership power capacity and authority to enter into this Agreement and the Registration Rights Agreement in the form annexed hereto as Exhibit C (the "Registration Rights Agreement") and to consummate perform all of the transactions contemplated obligations required to be performed by the Transaction Documents and otherwise to carry out its obligations it hereunder and thereunder. The ; (d) the execution, delivery and performance by such Purchaser of this Agreement and the transactions contemplated by this Registration Rights Agreement have been duly authorized by all necessary corporate or similar requisite action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with and this Agreement and the terms hereof, will constitute Registration Rights Agreement each constitutes the valid and legally binding obligation of such Purchaser, enforceable against it such Purchaser in accordance with its their respective terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.general principles of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally; (be) Own Account. Such the execution, delivery and performance of this Agreement and the Registration Rights Agreement, and the consummation of the transactions contemplated hereby and thereby, by such Purchaser understands will not (i) violate any law or governmental order applicable to such Purchaser or any of its properties or assets or (ii) with or without due notice or lapse of time, or both, violate, conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any lien upon any of the properties or assets of such Purchaser under its organizational documents, if applicable, or any contract or obligation to which such Purchaser is a party or by which such Purchaser or any of its properties is bound; (f) such Purchaser is a resident of the State set forth under its name on Schedule A annexed hereto and is not acquiring the Shares and the Warrants, and will not acquire the Reserved Common Stock, as an agent or otherwise for any other person; (g) such Purchaser is purchasing and acquiring the Shares and the Warrants, and will acquire the Reserved Common Stock, for its own account and not with an intent or view towards the further sale or distribution thereof, or any part thereof or interest therein, within the meaning of the Securities Act in any transaction that would violate the registration requirements of the securities laws of the United States of America, or any state, without prejudice; however, to the right of such Purchaser at all times to sell or otherwise dispose of the Shares, the Warrants and the Reserved Common Stock under an effective registration statement or applicable exemption from registration under the Securities Act and any applicable state securities law, subject to this Agreement, and such Purchaser has not pre-arranged any sale with any other purchaser; (h) given that the Securities are "restricted securities" Shares, the Warrants and the Reserved Common Stock have not been registered under the Securities Act or any applicable state securities law and is acquiring Act, are deemed to be "restricted securities", as defined in Rule 144(a)(3) promulgated under the Securities as principal for Act, and may not be transferred, sold, assigned, hypothecated or otherwise disposed of unless such transaction is the subject of a registration statement filed with and declared effective by the Securities and Exchange Commission (the "SEC") or unless an exemption from the registration requirements under the Securities Act is available, such Purchaser hereby agrees that all offers and sales of the Shares, the Warrants and the Reserved Common Stock shall be made only pursuant to such registration or pursuant to an exemption from registration; (i) such Purchaser acknowledges that the purchase and acquisition of the Shares, the Warrants and the Reserved Common Stock involves a high degree of risk, is aware of the risks and further acknowledges that such Purchaser can bear the economic risk of the Shares, the Warrants and the Reserved Common Stock, including the total loss of its own account investment; (j) such Purchaser understands that the Shares, the Warrants and not with a view the Reserved Common Stock are being offered and sold to or for distributing or reselling such Securities or any part thereof Purchaser in violation reliance on exemptions from the registration requirements of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable 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 such Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of such Purchaser to purchase and acquire the Shares, the Warrants and the Reserved Common Stock; and (k) in violation of the Securities Act or any applicable state securities law. Such evaluating its investment, such Purchaser is acquiring the Securities hereunder in the ordinary course of has consulted its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiesown investment and/or legal and/or tax advisors.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: follows (a) unless as of a specific date therein): Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) . Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understanding understandings with any other persons Persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation laws and not constituting an agreement by such Purchaser to hold any of the Securities Act for any minimum or any applicable state securities lawspecific term). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be either: (i) an "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a "qualified institutional buyer" as defined in Rule 144A(a) under the Securities Act. Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser does is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. General Solicitation. To such Purchaser's knowledge, such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar. Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any agreement of its Affiliates has acted as a financial advisor or understandingfiduciary to such Purchaser. Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, with nor has any Person acting on behalf of or pursuant to distribute any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the Securitiessecurities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser's assets, the representation 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 Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser's representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof warrants, severally and as of the Closing Date not jointly, to the Company as followsthat: (a) Organization; Authority. Such the Agreement and all other agreements and instruments contemplated hereby to which such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement a party have been duly authorized executed and delivered by all necessary corporate or similar action on the part behalf of such Purchaser. Each Transaction Document ; (b) assuming due authorization, execution and delivery of this Agreement and all other agreements and instruments contemplated hereby to which it such Purchaser is a party has been duly executed by the other parties hereto and thereto, this Agreement and all such Purchaser, other agreements and when delivered by such Purchaser in accordance with the terms hereof, will instruments constitute the legal, valid and legally binding obligation obligations of such Purchaser, enforceable against it such Purchaser in accordance with its their terms, except (i) as limited by general equitable principles and subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general application affecting enforcement of creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (iiregardless of whether enforcement is sought in a proceeding at law or in equity); (c) as limited by laws relating there is no action, suit, investigation or proceeding of or before any arbitrator or governmental authority now pending or, to the availability knowledge of specific such Purchaser, threatened against or affecting such Purchaser or against any of the Purchaser's properties or income that would have a material adverse effect on, or which questions or challenges, this Agreement or any other agreement or instrument contemplated hereby to which such Purchaser is a party or any of the transactions contemplated hereby or thereby; (d) no consent or authorization of, filing with or other act by or in respect to any governmental authority is required to be obtained or made by such Purchaser in connection with the execution, delivery, performance, injunctive relief validity or enforceability of this Agreement and all other equitable remedies agreements and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.instruments contemplated hereby to which such Purchaser is a party; (be) Own Account. Such such Purchaser understands that has full legal capacity to execute and deliver this Agreement and all other agreements and instruments contemplated hereby to which such Purchaser is a party and to make, deliver and perform his obligations hereunder and thereunder; (f) the Securities are "restricted securities" execution, delivery and have performance of this Agreement and all other agreements and instruments contemplated hereby to which such Purchaser is a party by such Purchaser and the fulfillment of and compliance with the respective terms hereof and thereof by the Purchaser, do and will not been registered (x) violate any requirements of any material obligation of such Purchaser, (y) result in or constitute (with or without the giving of notice, lapse of time or both) any default or event of default under any such material obligation of the Securities Act Purchaser, or give rise to a right of termination of, or accelerate the performance required by, any terms of any such material obligation, or (z) violate any statute, law, ordinance, rule, regulation or order of any court or governmental authority or any judgment, order or decree (federal, state, local or foreign) applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof Purchaser, in violation each of the Securities Act foregoing events, where such violation, default, termination or any applicable state securities law, acceleration could have a material adverse effect on such Purchaser; and (g) each Purchaser has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law good and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting marketable title to such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal Contributed Shares, free and state securities laws) in violation clear of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder all Liens except as set forth in the ordinary course Voting Agreement dated as of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of even date herewith between the SecuritiesCompany and such Purchaser.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as followsCompany, severally and not jointly, that: (a) Organization; Authority. Such 3.1 The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with has full right, corporate or partnership power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. When executed and delivered by the Transaction Documents Purchaser, this Agreement will constitute valid and otherwise to carry out its legally binding obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by enforceable against such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its their terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors' ’ rights generally, (ii) and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies. (b) Own Account. Such 3.2 This Agreement is made with the Purchaser understands in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently 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 Shares. The Purchaser has not been formed for the specific purpose of acquiring the Shares. 3.3 The Purchaser acknowledges and agrees that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities are "restricted securities" Act and that the Shares have not been registered under the Securities Act Act. The Purchaser acknowledges and agrees that the Shares may not be offered, resold, transferred, pledged or any applicable state securities law and is acquiring otherwise disposed of by the Purchaser absent an effective registration statement under the Securities as principal for its own account and not with Act except (i) to the Company or a view subsidiary thereof, (ii) pursuant to or for distributing or reselling such Securities or any part thereof in violation another applicable exemption from the registration requirements of the Securities Act Act, and in each of clauses (i) and (ii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States. If certificated, any certificates representing the Shares shall contain a restrictive legend to such effect and any book entry of the Shares will include a notation to such effect. The Purchaser acknowledges and agrees that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, transfer, pledge or disposition of any of the Shares. 3.4 The Purchaser acknowledges and agrees that the Purchaser is purchasing the Shares directly from the Company. The Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to the Purchaser by or on behalf of the Company, any of its respective affiliates or any applicable state securities lawcontrol persons, has no present intention officers, directors, employees, partners, agents or representatives of distributing any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company expressly set forth in Section 2 of this Agreement. 3.5 The Purchaser acknowledges and agrees that the Purchaser has received such Securities information as the Purchaser deems necessary in order to make an investment decision with respect to the Shares, including, with respect to the Company, the business of the Company and its subsidiaries. The Purchaser acknowledges and agrees that the Purchaser and the Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. 3.6 The Purchaser became aware of this offering of the Shares solely by means of direct contact between the Purchaser and the Company and the Shares were offered to the Purchaser solely by direct contact between the Purchaser and the Company. The Purchaser did not become aware of this offering of the Shares, nor were the Shares offered to the Purchaser, by any other means. The Purchaser acknowledges that the Shares (i) were not offered to it by any form of general advertising or, to its knowledge, general solicitation, and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of of, the Securities Act Act, or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of . The Purchaser acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Securities Act Company or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have affiliates, or any agreement control persons, officers, directors, employees, partners, agents or understanding, directly or indirectly, with any Person to distribute representatives of any of the Securitiesforegoing), other than the representations and warranties of the Company contained in Section 2 of this Agreement, in making its investment or decision to invest in the Company. 3.7 The Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in its reports filed with the SEC. The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and the Purchaser has sought such accounting, legal and tax advice as the Purchaser has considered necessary to make an informed investment decision and the Purchaser has made its own assessment and has satisfied itself concerning relevant tax and other economic considerations relative to its purchase of the Shares. Alone, or together with its professional advisor(s), the Purchaser has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the Purchaser and that the Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Purchaser’s investment in the Company. 3.8 The Purchaser is an “accredited investor” (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act). 3.9 The Purchaser acknowledges that it is not relying upon any Person in making its investment or decision to invest in the Company. The Purchaser agrees that neither any Purchaser nor the respective controlling Persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Shares. 3.10 If the Purchaser is an individual, then the Purchaser resides in the state or province identified in the address of the Purchaser set forth on Exhibit A; if the Purchaser is not an individual, then the Purchaser is resident in the state or provide of the office or offices of the Purchaser in which its principal place of business is identified in the address or addresses of the Purchaser set forth on Exhibit A. 3.11 Each Purchaser acknowledges that the Company will rely on the acknowledgments, understandings, agreements, representations and warranties of the Purchaser contained in this Agreement, including Schedule A hereto, and any certifications provided herewith.