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 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 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 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 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 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, 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 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 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 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, 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 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 0000 Xxx. (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 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 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 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 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. (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 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 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. (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 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 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 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. (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 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 Xxx 0000 (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 Xxx 0000 (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 Xxx 0000 (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 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 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 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 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. 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 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 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, 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 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. 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. 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 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 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 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 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. 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 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 hereby, for itself and for no other Purchaser, represents solely with respect to it, hereby makes the following representations and warrants as of warranties to the date hereof and Company (which shall be true as of the Closing Date to and as of any such later date as contemplated hereunder) and agrees with the Company as followsthat: (a) Organization2.1 AUTHORIZATION; AuthorityENFORCEABILITY. Such Purchaser is an entity duly and validly organized, validly existing and in good standing as a corporation under the laws of the jurisdiction state of its organization incorporation with full right, corporate or partnership power and authority to enter into purchase the Securities and to consummate execute and deliver this Agreement. This Agreement and the transactions contemplated by Registration Rights Agreement of even date herewith among the Transaction Documents Company 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 Purchasers (the part of "REGISTRATION RIGHTS AGREEMENT") each constitutes 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 's valid and legally binding obligation of such Purchaserobligation, enforceable against it in accordance with its terms, except as such enforcement may be limited by (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights generallygenerally and (ii) general principles of equity. 2.2 ACCREDITED INVESTOR; INVESTMENT INTENT. Such Purchaser is (i) an accredited investor, as defined in Rule 501 of Regulation D under the Securities Act, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies an institution and (iii) insofar except as indemnification and contribution provisions may be limited otherwise disclosed on the signature page hereto executed by applicable law. (b) Own Account. Such Purchaser understands that the Securities are such Purchaser, a "restricted securitiesqualified institutional buyer" and have not been registered as defined in Rule 144A 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 the Securities hereunder solely for such Purchaser's own account for investment purposes as a principal and not with a view to the public resale or distribution of all or any part thereof; PROVIDED, HOWEVER, that in the ordinary course of its business. Such making such representation, such Purchaser does not have agree to hold the Securities for any agreement minimum or understandingspecific term and reserves the right to sell, directly transfer or indirectly, with any Person to distribute any otherwise dispose of the SecuritiesSecurities at any time in accordance with the provisions of this Agreement and the Registration Rights Agreement and with Federal and state securities laws applicable to such sale, transfer or disposition.

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 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, hereby individually represents and warrants as on behalf of the date hereof and as of the Closing Date itself to the Company as followsthat: (a) Organization; Authority. Such Purchaser 4.1 It is an entity “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. 4.2 The shares of Common Stock being purchased by it hereunder are being acquired for its own account, only for investment purposes and not with a view to, or for resale in connection with, any public distribution or public offering thereof within the meaning of the Securities Act. 4.3 It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, relevant jurisdiction. It has all necessary corporate or partnership power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. 4.4 All corporate action necessary to be taken by it to authorize the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and all other agreements and instruments delivered by such Purchaser of it in connection with the transactions contemplated by hereby has been duly and validly taken 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 a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with it. This Agreement constitutes the terms hereofvalid, will constitute the valid binding and legally binding enforceable 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 and other moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The purchase by it of creditors' rights generallyCommon Stock hereunder does not conflict with its organizational documents or with any material contract by which it or its property is bound, (ii) as limited by or any laws relating or regulations or decree, ruling or judgment of any court applicable to the availability of specific performance, injunctive relief it or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawits property. 4.5 It understands and acknowledges that (bi) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have offering of the shares of Common Stock to be purchased pursuant to this Agreement will not been be registered under the Securities Act or any on the grounds that the offering and sale of such securities is exempt from registration under the Securities Act pursuant to Section 4(2) thereof and exempt from registration pursuant to applicable state securities law and is acquiring or blue sky laws and, therefore, the Securities shares of Common Stock to be purchased hereunder will be characterized 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 “restricted securities” under the Securities Act or any applicable state securities law, has no present intention of distributing any of and such Securities in violation of laws and may not be sold unless they are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available. 4.6 The Purchaser has a substantive, pre-existing relationship with the Company and was directly contacted by the Company or the Company’s agents independent of the IPO. The Purchaser (i) was not identified or contacted through the marketing of the IPO and (ii) did not independently contact the Company as a result of the general solicitation by means of the Registration Statement. 4.7 The Purchaser (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Purchaser’s prospective investment in the Common Stock; (ii) has the ability to bear the economic risks of the Purchaser’s prospective investment; and (iii) has not been offered the shares of Common Stock to be purchased hereunder by any form of advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium; or broadcast over television or radio; or any applicable state securities law and has no arrangement seminar or understanding with meeting whose attendees have been invited by 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 Securitiesmedium.

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 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 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 it is able to bear all economic risks of investment in the Transaction Documents and otherwise to carry out Purchased Securities, including a complete loss of its obligations hereunder and thereunderinvestment 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 Securities solely for investment purposes, with no present intention of distributing or reselling any of the Purchased Securities or any interest therein. Such Purchaser is aware that the Purchased Securities will not be registered under the Securities Act, and that neither the Purchased Securities nor any interest therein may be sold, pledged, or otherwise transferred unless the Purchased Securities are registered under the Securities Act or qualify for an exemption under the Securities Act. Such Purchaser represents that this Agreement and each Ancillary Agreement has been duly authorized by all necessary corporate or similar partnership action on its part. This Agreement has been, and each Ancillary Agreement will be at the part of such Purchaser. Each Transaction Document to which it is a party has been duly Initial Closing, validly executed by such Purchaser, is and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of be such Purchaser’s legal, valid, and binding obligation, enforceable against it such Purchaser in accordance with its terms, except (i) as and does not violate such Purchaser’s agreement of 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 partnership or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawgoverning documents. (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 The Shares to be acquired by it hereunder are being acquired for its own account for investment (and/or on behalf of managed accounts who are purchasing solely for their own accounts for investment) and with no intention of distributing or reselling such Shares 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 America or any State, without prejudice, however, to such Purchaser’s right, corporate subject to the provisions of this Agreement and the Registration Rights Agreement, to sell 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 dispose of all or any part of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate Shares, including the Shares or similar action on Warrant Shares under an effective registration statement under the part of Securities Act and in compliance with applicable state securities laws or under an exemption from 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 lawregistration. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and 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. Each Purchaser agrees to the imprinting, so long as principal required under this Section, of the following legend on the Shares: The legend set forth above will be removed if and when (i) the Shares are disposed of pursuant to an effective registration statement under the Securities Act, (ii) the Shares become available for its own account and not with a view resale under Rule 144(k) under the Securities Act, or (iii) in the opinion of counsel to or for distributing or reselling 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 or Act. Each Purchaser for itself and no other Purchaser agrees that, in connection with any applicable state securities lawtransfer of Shares by it pursuant to an effective registration statement under the Securities Act, has no present intention of distributing any of such Securities in violation of Purchaser will comply with the prospectus requirements under the Securities Act applicable to such transfer The Company makes no representation, warranty 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 agreement as to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation availability of any exemption from registration under the Securities Act or with respect to any applicable state securities lawresale of Shares. (c) Such Purchaser is an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and has provided the Company with a complete and accurate questionnaire documenting the basis for this representation. Such Purchaser is acquiring the Securities hereunder Shares in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person person to distribute any of the SecuritiesShares. (d) Such Purchaser 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 Shares, such Purchaser 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) The purchase of the Shares to be purchased by it has been duly authorized by such Purchaser and each of this Agreement and Registration Rights Agreement has been duly executed and delivered by it or on its behalf and constitutes the valid and legally binding obligation of such Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the Enforceability Exceptions. (f) Each Purchaser, severally and not jointly and as to itself only, represents and warrants to the Company that neither it nor any of its directors, officers, employees, agents, or controlling persons has taken, directly or indirectly, any actions designed, or might reasonably be expected to cause or result, under the Securities Acts or otherwise, in, or that has constituted, stabilization, or manipulation of the price of the Shares. (g) Each Purchaser acknowledges that it has had an opportunity to review the Disclosure Documents and further acknowledges that it 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 Shares and the merits and risks of investing in the Shares; (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 Shares; 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 further acknowledges that the Company is engaged in the following transactions or potential transactions: (i) the Company has entered into an asset purchase agreement with respect to the BBI Acquisition, but makes no assurances as to the timing or completion of that transaction (a copy of the asset purchase agreement for the BBI Acquisition (the “Asset Purchase Agreement”) is filed as an exhibit to the Company’s Report of Form 8-K, filed with the Commission on April 16, 2004); (ii) the Company has entered into an asset purchase agreement, dated as of June 3, 2004, with Genomics Collaborative, Inc., a Delaware corporation, pursuant to which the Company acquired substantially all of the assets of Genomics Collaborative, Inc. for a combination of stock, cash and the assumption of certain liabilities, and agreed to register the resale of those securities by Genomics Collaborative, Inc. and/or certain permitted transferees of Genomics Collaborative, Inc.; and (iii) the Company considers and reviews other acquisition opportunities from time to time and reserves the right to pursue any such opportunity in its sole discretion. (i) Such Purchaser understands and acknowledges that (i) the Shares 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 such Purchaser hereby consents to such reliance. (j) The purchase by such Purchaser of the Shares issuable to it at the Closing will not result in such Purchaser (individually or together with any other person(s) with whom such Purchaser has identified, or will have identified, itself as part of a “group” in a public filing made with the Commission involving the Company’s securities) acquiring, or obtaining the right to acquire, in excess of 19.999% of the Common Stock or the voting power of the Company on a post transaction basis that assumes that the Closing shall have occurred. Such Purchaser does not presently intend to, alone or together with others, make a public filing with the Commission to disclose that it has (or that it together with such other persons have) acquired, or obtained the right to acquire, as a result of the Closing (when added to any other securities of the Company that it or they then own or have the right to acquire), in excess of 19.999% of the Common Stock or the voting power of the Company on a post transaction basis that assumes that the Closing shall have occurred. (k) Such Purchaser has independently evaluated the merits of its decision to purchase Shares pursuant to this Agreement, such decision has been independently made by such Purchaser and such Purchaser confirms that it has only relied on the advice of its own business and/or legal counsel and not on the advice of any other Purchaser’s business and/or legal counsel or advisors in making such decision. Such Purchaser has not relied on the truth, accuracy or completeness of the statements contained in any research report concerning the Company that was prepared by an investment banking firm.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, hereby severally represents and warrants to the Calumet Parties, as of the date hereof and as of the Closing Date to the Company as followsDate, that: (a) Organization; Authority. Such Purchaser is an a corporation, limited liability company, partnership or other 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 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 organization. (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 authorized, executed by such Purchaser, and when delivered by such Purchaser in accordance with and, assuming due authorization, execution and delivery by the terms hereofCalumet Parties, will constitute the constitutes a legal, 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 the 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 thereof may be limited by applicable lawthe Enforceability Exceptions. (bc) Own AccountSuch Purchaser is acquiring the Securities for its own account or for one or more separate accounts maintained by it or for the account of one or more pension or trust funds of which it is trustee, in each case, for investment purposes only and not with a view to distribution thereof, in whole or in part. If the Securities are acquired for the account of one or more pension or trust funds, such Purchaser represents that it is acting as sole trustee and has sole investment discretion with respect to its acquisition of the Securities and that the determination and decision on its behalf to acquire the Securities for such pension or trust funds is being made by the same individual or group of individuals who customarily pass on such investments. Such Purchaser understands that the Securities have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Purchaser’s representations as expressed herein. (d) Such Purchaser acknowledges and agrees that none of the Calumet Parties are "restricted securities" acting as a fiduciary or financial or investment adviser to such Purchaser; (ii) the Calumet Parties and their respective officers, directors, employees, agents and representatives do not make, have not made nor shall be deemed to have made any representation or warranty to such Purchaser, express or implied, at law or in equity, with respect to projections, estimates, forecasts or plans, except, with respect to the Calumet Parties, as expressly set forth herein; (iii) such Purchaser has consulted with such Purchaser’s own legal, regulatory, tax, business, investment, actuarial, financial and accounting advisers to the extent such Purchaser has deemed necessary, and such Purchaser has made its own decisions with respect to entering into this Agreement based upon the its own judgment and upon any advice from such advisers such Purchaser has deemed necessary; and (iv) such Purchaser is a sophisticated investor familiar with transactions similar to those contemplated by this Agreement and has such knowledge and experience in financial and business affairs that such Purchaser is capable of evaluating the merits and risks of purchasing, and other considerations relating to, the Notes to be purchased by such Purchaser pursuant to this Agreement. Such Purchaser is not relying on the Calumet Parties or any of their respective officers, directors, shareholders, employees, counsel, agents or representatives for legal or tax advice. Such Purchaser understands that no U.S. or non-U.S. federal or state agency has recommended or endorsed the purchase of Notes or made any determination or finding as to the fairness of the provisions of this Agreement. (e) Such Purchaser will comply with all laws and regulations applicable to its purchase of Notes in each jurisdiction in which it acquires the Notes. (f) Such Purchaser is a resident of, and purchasing in, a jurisdiction that would not, as a result of such residence or purchase result in such Purchaser being subject to regulation as an insurer or reinsurer. (g) Such Purchaser understands that no action has been or will be taken in any jurisdiction by the Calumet Parties that would permit a public offering of the Securities in the United States or any offer of the Securities to the public in any Member State of the European Economic Area, or possession or distribution of any offering or publicity material relating to the Securities, in any other country or jurisdiction where action for that purpose is required. (h) Such Purchaser understands that the Securities have not been registered under the Securities Act and may not be transferred except in accordance with Rule 144A or any applicable state securities law and is acquiring pursuant to another exemption from the registration requirements of the Securities Act. (i) Such Purchaser represents that it is either a “qualified institutional buyer” as principal such term is defined in Rule 144A or an Institutional Accredited Investor. (j) Such Purchaser is not subject to any “bad actor” disqualifications as described in Rule 506(d) of the Securities Act. (k) Such Purchaser agrees to purchase the Notes for its own account and not with (or accounts managed by it) without a view to or for distributing or reselling such Securities or any part distribution thereof in violation within the meaning of the Securities Act and agrees not to reoffer or any applicable state securities law, has no present intention of distributing any of such Securities in violation of resell the Notes except pursuant to an exemption from registration under the Securities Act or pursuant to an effective registration statement thereunder and in any case in compliance to the satisfaction of the Issuers with all applicable U.S. state securities law or “Blue Sky” laws (it being understood, however, that the disposition of such person’s property shall at all times be within such person’s control). (l) Such Purchaser acknowledges that it and has no arrangement or understanding with any other persons its representatives and agents have been provided an opportunity to ask questions of, and have received answers thereto satisfactory to such Purchaser from, the Calumet Parties and its representatives regarding the distribution terms and conditions of the offering of the Notes, and such Purchaser has obtained any and all additional information requested by such Purchaser, its representatives and agents of the Calumet Parties and their representatives to verify the accuracy of all information furnished to such Purchaser regarding the offering of the Notes. (m) Such Purchaser has, in connection with its decision to purchase the principal amount of Notes set forth on the signature page to this Agreement, relied solely upon the SEC Reports and the representations and warranties of the Calumet Parties contained herein, and such Purchaser has not relied on the Calumet Parties in negotiating the terms of its investment in the Notes, and, in making a decision to purchase the Notes, such Purchaser has not received or relied on any communication, investment advice or recommendation from the Calumet Parties. (n) Neither such Purchaser nor any of its subsidiaries (collectively, the “Purchaser Entity”) or, to the knowledge of such Securities Purchaser or any director, officer, employee, agent, affiliate or representative of such Purchaser or any of its subsidiaries, is a person that is, or is owned or controlled by a person that is: (this representation A) the subject of any Sanctions, nor (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Belarus, Crimea, Donetsk and warranty not limiting Luhansk regions of Ukraine, Cuba, Iran, North Korea, Russia and Syria). (o) There is no action, suit, proceeding or investigation pending or, to the knowledge of such Purchaser's right , threatened against such Purchaser which is reasonably likely to sell materially adversely affect the Securities ability of such Purchaser to perform its obligations hereunder. (p) Such Purchaser will have at the Closing Date sufficient capital to satisfy such Purchaser’s obligation to purchase the Notes 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 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 organizedincorporation or formation, 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 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. (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 Common Stock and the Warrant Shares that it may acquire upon 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 Common Stock and the Warrant Shares that it may acquire upon 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 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. 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 Common Stock and the Warrant Shares that it may acquire upon 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 Common Stock and not with a view the Warrant Shares that it may acquire upon exercise thereof, as the case may be): 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 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 Warrants, the Common Stock 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 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. (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 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 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 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 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 arrangement indirect arrangements or understanding understandings with any other persons 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. In connection with its decision to purchase the Securities, the Purchaser received and is relying only upon the Registration Statement, the General Disclosure Package, the Prospectus and the Transaction Documents and the documents incorporated by reference therein. (c) 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. The Company acknowledges and agrees that the representations contained in Section 3.2 shall not have modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any agreement representations and warranties contained in any other Transaction Document or understanding, directly any other document or indirectly, instrument executed and/or delivered in connection with any Person to distribute any this Agreement or the consummation of the Securitiestransaction contemplated hereby.

Representations and Warranties of the Purchasers. Each Purchaser herebyThe 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 Company, as follows: (a) Organization; Authority. Such The Purchaser is an entity a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization with full rightDelaware, corporate or partnership and is duly qualified and in good standing as a foreign limited liability company under the laws of The Commonwealth of Massachusetts. The Purchaser has all necessary limited liability company power and authority has taken all limited liability company actions required to enter into make all provisions of this Agreement valid and to consummate enforceable obligations of the transactions contemplated Purchaser. This Agreement and, when executed at Closing, each of the Ancillary Documents that require execution by the Transaction Documents Purchaser, constitute the legal, valid and otherwise to carry out its 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 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 respective terms, except (i) as enforcement thereof may be 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 or similar laws relating to or affecting creditors’ rights generally and by general principles of equity. No authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the availability offer, issuance, sale, execution or delivery by the Purchaser of, or for the performance by the Purchaser of specific performanceits obligations under, injunctive relief this Agreement or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited any of the Ancillary Documents that require execution by applicable lawthe Purchaser. (b) Own AccountThe Purchaser intends 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. (d) The Purchaser acknowledges that it has reviewed and discussed the Company’s business, affairs and current prospects with such officers of the Company and others as it has deemed appropriate or desirable in connection with the transactions contemplated by this Agreement. Such The Purchaser further acknowledges that it has requested, received and reviewed such information, undertaken such investigation and made such further inquiries of officers of the Company 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 the Purchaser shall have any effect whatsoever on the representations and warranties of the Company hereunder, each of which will survive any such investigation. (e) The Purchaser understands that it must bear the economic risk of its investment in the Securities 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 the Investors’ Rights Agreement, and is acquiring may not be resold unless subsequently registered under the Securities Act and such other laws or unless an exemption from such registration is available. The Purchaser also understands that except as principal for its own account and may be provided in the Investors’ Rights Agreement, it is not with a view to or for distributing or reselling such contemplated that any of the Securities or any part thereof in violation of will be registered under the Securities Act or any applicable state securities lawlaws, has no present intention or that the Company will take steps which will make the provisions of distributing any of such Securities in violation of Rule 144 under 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 available 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 permit resale of the Securities. (f) The Purchaser represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Securities. (g) No Person has or will have, as a result of the transactions contemplated by this Agreement, any rights, interest or valid claim against or upon the Company or any of its Subsidiaries for any commission, fee or other compensation as a finder or broker because of any act or omission by the Purchaser or any agent of the Purchaser, except as provided in Sections 2.07 and 2.08. (h) The Purchaser hereby acknowledges that the Warrants and each certificate representing the Purchased Shares, Warrant Exercise Shares, Warrant Conversion Shares, Preferred Conversion Shares and any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger or similar event (unless no longer required in the opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, it being agreed that Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP or Xxxxxx Hall & Xxxxxxx shall be satisfactory) shall bear a legend substantially in the following form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM. The acquisition by the Purchaser of the Securities shall constitute a confirmation by it of the foregoing representations.

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 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 Shares and Underlying 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 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 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 and the Warrant Shares in the ordinary course of its business. Such Purchaser acknowledges that the Securities may be subject to resale restrictions under applicable Canadian Securities laws, as set forth in Schedule I hereto; provided, that the foregoing shall not apply to any sale on a U.S. Trading Market if the Purchaser does not have any agreement or understanding, directly or indirectly, with any Person knowingly sell to distribute any of the Securitiesa Canadian person.

Representations and Warranties of the Purchasers. (a) Each Purchaser hereby, for itself of the Purchasers and for no other Purchaser, MAG represents and warrants 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 of the Series I Stock or the Warrants, respectively) are being acquired for their own account for investment and with no intention of distributing or reselling such Securities (including the Conversion Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be) or any part thereof or interest therein in any transaction which would be in violation of the securities laws of the United States of America or any State. Nothing in this Agreement, however, shall prejudice or otherwise limit the right of each Purchaser or MAG to sell or otherwise dispose of all or any part of such Conversion 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. By executing this Agreement, each Purchaser and MAG further represents that such Purchaser or MAG, as the case may be, 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. (b) Each of the Purchasers and MAG understands that the 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 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 of the Purchasers and MAG 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 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 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 Series I Stock, the Warrants, 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 either Purchaser or MAG, upon request, with a substitute certificate, not bearing such legend at such time as such legend is no longer applicable. Each of the Purchasers and MAG 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 or MAG, as the case may be, 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 I Stock, the Warrants, the Conversion Shares or the Warrant Shares. (c) Each of the Purchasers and MAG represents and warrants to the Company that it is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act and that neither such Purchaser nor MAG is an “underwriter” within the meaning of Section 2(11) of the Securities Act. Each of the Purchasers and MAG represents and warrants to the Company that neither such 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. (d) Each of the Purchasers 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. (e) Each of the Purchasers and MAG represents and warrants to the Company that its overall commitment to investments which are not readily marketable is not disproportionate to its net worth, and its purchase of the Securities will not cause such overall commitment to become excessive. (f) Each of the Purchasers and MAG recognizes that the purchase of the Securities involves a high degree of risk. (g) Each of the Purchasers and MAG represents and warrants to the Company that all information it has provided to the Company including, but not limited to, its financial position and its knowledge of financial and business matters is true, correct and complete as of the date hereof of execution of this Subscription Agreement. Each of the Purchasers and MAG undertakes to provide promptly to the Company written notice of any material changes in its financial position or otherwise, and such information shall be true, correct and complete as of the Closing Date date given. Each of the Purchasers and MAG understands that the Company will rely to a material degree upon the representations contained therein. (h) Each of the Purchasers and MAG represents and warrants to the Company as follows: that (ai) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws purchase of the jurisdiction of its organization with full right, corporate or partnership power Securities to be purchased by it has been duly and authority to enter into properly authorized 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 it or on its behalf and constitutes the valid and legally binding obligation of such PurchaserPurchaser or MAG, enforceable against it such Purchaser or MAG 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 generallysubject to the Enforceability Exceptions, (ii) as limited the purchase of the Securities to be purchased by it does not conflict with or violate its charter, by-laws relating or any law, regulation or court order applicable to the availability of specific performance, injunctive relief or other equitable remedies it; and (iii) insofar as indemnification and contribution provisions may the purchase of the Securities to be limited purchased by it does not impose any penalty or other onerous condition on such Purchaser or MAG under or pursuant to any applicable lawlaw or governmental regulation. (bi) 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 Each of the Securities Act Purchasers and MAG represents and warrants to the Company that neither it nor any of its directors, officers, employees, agents, partners, members, controlling persons or any applicable state securities lawshareholders holding 5% or more of the Common Stock outstanding on the Closing Date, has no present intention of distributing any of such Securities in violation of the Securities Act taken 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 take, directly or indirectly, any actions designed, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of the Common Stock. (j) Each of the Purchasers and MAG acknowledges it or its representatives have reviewed and understand the Transaction Documents and 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. (k) Each of the Purchasers 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 of the Purchasers and MAG 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. (l) Each of the Purchasers and MAG represents and warrants to the Company that no oral or written representations have been made and no oral or written information has been furnished to them or their advisors in connection with this offering that were in any Person way inconsistent with the information set forth in the Disclosure Documents. (m) Each of the Purchasers and MAG understands and acknowledges that (i) any forward-looking information included in the Disclosure Documents supplied to distribute such Purchaser or MAG 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. (n) Each of the Purchasers 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 each of the Purchasers and MAG hereby consents to such reliance. (o) Each of the Purchasers and MAG understands that no U.S. federal or state agency, or any agency or governmental or regulatory authority in any other country, including without limitation, the U.S. Securities and Exchange Commission, has passed upon the Securities or made any finding or determination as to the fairness of this investment. (p) Each of the Purchasers and MAG represents and warrants to the Company that it is not a prohibited investor under the anti-money laundering or anti-terrorism laws of any jurisdiction, including without limitation, any country, territory, nation or national association. (q) Each of the Purchasers and MAG understands that the Company and its assets may be subject to the laws and regulations of many jurisdictions, including but not limited to anti-terrorism laws and anti-money laundering laws. Neither MAG nor either Purchaser, nor any person or entity who controls MAG or either Purchaser, nor, to the best of MAG’s and the Purchasers’ knowledge, any person or entity who owns any direct equity interest in MAG or either Purchaser, is identified on the list of “Specially Designated Nationals and Blocked Persons” (“SDNs”) maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), and neither MAG nor either Purchaser is owned or controlled by any SDN. Neither MAG nor either Purchaser is involved in business arrangements or otherwise engaged in transactions with or involving countries subject to economic or trade sanctions imposed by the United States Government, or with or involving SDNs in violation of the regulations maintained by the OFAC. Each of the Purchasers and MAG is in full compliance with the Bank Secrecy Act (31 U.S.C. § 5311 et. seq.) and 18 U.S.C. §§ 1956 and 1957 and the regulations under such statutes; and any other applicable anti-terrorist or anti-money laundering Laws and regulations. (r) Each of the Purchasers and MAG represents and warrants to the Company that neither MAG nor either of the Purchasers, nor any of their affiliates has, directly or indirectly, offered to “short sell”, contracted to “short sell,” otherwise engaged in any “short selling” or encouraged others to “short sell” the Securitiessecurities of the Company, including, without limitation, shares of Common Stock that will be received as a result of the conversion of the Series I Stock or the exercise of the Warrants. For purposes of this Agreement, “short selling” shall include any short sale (whether or not against the box) and any similar hedging or derivative securities transaction.

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, the Custodial 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 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 herebyPurchaser, 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 it is acquiring are for the purpose of investment and not with a view to distribution thereof; subject, nevertheless, to the condition that 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 Company's business, affairs and current prospects with such officers of the Company 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 Company 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 Company 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 Registration Agreement, and may not with a view to or for distributing or reselling such Securities or any part thereof in violation of be resold unless subsequently registered under the Securities Act and such other laws or any applicable state securities law, unless an exemption from such registration is available. (f) Such Purchaser represents that it has no present intention such knowledge and experience in financial and business matters that it is capable of distributing any evaluating the merits and risks of its investment in the Securities. Such Purchaser further represents that it is an "accredited investor" as such Securities term is defined in violation Rule 501 of Regulation D of the Commission under 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 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 purchase of the Securities. (g) No Person has or will have, as a result of the transactions contemplated by this Agreement, any rights, interest or valid claim against or upon the Company or any of its Subsidiaries for any commission, fee or other compensation as a finder or broker because of any written agreement made by such Purchaser to pay any such compensation. (h) Such Purchaser hereby acknowledges that the Notes, the Warrants and each certificate representing the Warrant Shares and any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger or similar event (unless no longer required in the opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, it being agreed that Xxxxxx Xxxxxx & Xxxxx shall be satisfactory) shall bear a legend substantially in the following form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM. The acquisition by such Purchaser of the Securities on the Closing Date shall constitute a confirmation by it of the foregoing representations and warranties as if made by such Purchaser on the date of such acquisition.

Representations and Warranties of the Purchasers. (a) Each Purchaser herebyPurchaser, for severally and not jointly and as to itself and for no other Purchaseronly, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:that the Shares to be acquired by it hereunder are being acquired for its own account for investment (and/or on behalf of managed accounts who are purchasing solely for their own accounts for investment) and with no intention of distributing or reselling such Shares or any part thereof or interest therein in any transaction which would be in violation of the securities laws of the United States of America or any State, without prejudice, however, to a Purchaser’s right, subject to the provisions of this Agreement and the Registration Rights Agreement, at all times to sell or otherwise dispose of all or any part of such 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, and subject, nevertheless, to the disposition of a Purchaser’s property being at all times within its control. 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 Shares. (b) Each Purchaser understands that the Shares have not been registered under the Securities Act and may not be offered, resold, pledged or otherwise transferred except (a) Organization; Authoritypursuant 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. Such Each Purchaser agrees to the imprinting, so long as appropriate, of the following legend on the Shares: The legend set forth above may be removed if and when the 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 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 Share 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 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 Shares. (c) Each Purchaser is an entity duly organizedinstitutional investor that is an accredited investor within the meaning of Rule 501(a)(1), validly existing and in good standing (2), (3) or (7) of Regulation D under the laws Securities Act. (d) Each Purchaser, severally and not jointly and as to itself only, 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 jurisdiction of its organization with full rightprospective investment in the Shares, 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 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, severally and not jointly and as to itself only, represents and warrants to the Company that (i) the purchase of the transactions contemplated Shares to be purchased by it has been duly and properly authorized 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 a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute it or on its behalf and constitutes the valid and legally binding obligation of such Purchaser, enforceable against it the Purchaser in accordance with its 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 creditors’ rights generally and to general principals of creditors' rights generally, equity; (ii) as limited the purchase of the Shares to be purchased by it does not conflict with or violate its charter, by-laws relating or any law, regulation or court order applicable to the availability of specific performance, injunctive relief or other equitable remedies it; and (iii) insofar as indemnification and contribution provisions may the purchase of Shares to be limited purchased by it does not impose any penalty or other onerous condition on such Purchaser under or pursuant to any applicable lawlaw or governmental regulation. (bf) 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 Each Purchaser, severally and not with a view jointly and as to or for distributing or reselling such Securities or any part thereof in violation of itself only, represents and warrants to the Securities Act or any applicable state securities law, has no present intention of distributing Company that neither it nor any of such Securities in violation of the Securities Act its directors, officers, employees, agents, or any applicable state securities law and controlling persons 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 understandingtaken, directly or indirectly, with any Person actions designed, or might reasonably be expected to distribute any cause or result, under the Securities Acts or otherwise, in, or that has constituted, stabilization, or manipulation of the Securitiesprice of the shares. (g) Each Purchaser acknowledges receipt of the Disclosure Documents and further acknowledges that it 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 Shares and the merits and risks of investing in the Shares; (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 Shares; 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 understands and acknowledges that (i) the Shares 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, its counsel and Xxxx will rely upon, the accuracy and truthfulness of the foregoing representations and such Purchaser hereby consents to such reliance.

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 followsSellers: (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 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 (this representation and warranty not limiting such Purchaser's right similar legend; 3.3.6 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. 3.3.7 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. 3.3.8 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, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as followswith respect solely to itself and not with respect to any other Purchaser that: (a) Organization; Authority. Such 5.1 Each 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 has all necessary power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. All actions necessary to be taken by each Purchaser to authorize the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and all other agreements and instruments delivered by such each Purchaser of in connection with the transactions contemplated by this Agreement hereby 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 validly taken, and this Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with each Purchaser. This Agreement constitutes the terms hereofvalid, will constitute the valid binding and legally binding enforceable obligation of such each 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 and other moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The execution and delivery by each Purchaser of creditors' rights generallythis Agreement and the fulfillment of and compliance with the respective terms hereof by each Purchaser do not and shall not as of the Closing conflict with or result in a breach of the terms, (iiconditions or provisions of any other agreement, instrument, order, judgment or decree to which such Purchaser is subject. 5.2 Each Purchaser is an “accredited investor” as that term is defined in 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) as limited 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 relating and Purchaser understands the certificates representing such Securities will contain a legend in respect of such restrictions. 5.3 The Securities 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 Securities Act. Each Purchaser shall not engage in hedging transactions with regard 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 unless in compliance with the Securities Act. (b) Own Account5.4 Each 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. 5.5 Each Purchaser is familiar with the Company’s business plans and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Such Each Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. Each Purchaser understands that its investment in the Securities involves a high degree of risk. Each Purchaser has sought such accounting, legal and tax advice as each Purchaser has considered necessary to make an informed investment decision with respect to each Purchaser’s acquisition of the Securities. Each Purchaser has such knowledge and expertise in financial and business matters, knows of the high degree of risk associated with investments generally and particularly investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities, and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder. 5.6 Each Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law by reason of a specific exemption therefrom, and that the Company is acquiring relying on the Securities truth and accuracy of, and each Purchaser’s compliance with, the representations and warranties and agreements of each Purchaser set forth herein to determine the availability of such exemptions and the eligibility of each Purchaser to acquire such Securities, including, but not limited to, the bona fide nature of each Purchaser’s investment intent as principal for its own account and expressed herein. 5.7 Each Purchaser did not with decide to enter into this Agreement as a view to result of any general solicitation or for distributing or reselling such Securities or any part thereof in violation general advertising within the meaning of Rule 502(c) 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 SecuritiesAct.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself of the Purchasers hereby jointly and for no other Purchaser, severally represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser Berkshire Fund VI Investment Corp. is an entity a corporation and Berkshire Investors LLC is a limited liability company, each duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization with Massachusetts, and each has 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 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 executed by such Purchaser, and when delivered by such enforceable against each Purchaser in accordance with the its terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its termsconditions, except (i) as limited by general equitable principles and to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and other or similar laws of general application affecting the enforcement of creditors' ’ rights generally, (ii) as limited by laws relating generally and to the availability of specific performance, injunctive relief or other general equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawprinciples. (b) Own Account. Such Each 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(a) promulgated under the Securities Act or any applicable state securities law of 1933, as amended (the “Act”), and is acquiring financially able to hold the Securities as principal Shares for long term investment and to suffer a complete loss of its investment in the Shares. The Shares are being purchased by each Purchaser for its own account for investment purposes, and not with a view to any distribution thereof within the meaning of the Act. Each Purchaser has had the opportunity to ask questions of ATD, the Company and its subsidiaries and their officers and employees and to receive to its satisfaction such information about the business and financial condition of ATD, the Company and its subsidiaries as it considers necessary or appropriate for distributing or reselling such Securities deciding whether to purchase the Shares, and each Purchaser is fully capable of understanding and evaluating the risks associated with the ownership of the Shares. (c) Each Purchaser has conducted its own diligence investigation with respect to the merits and risks associated with its investment in the Company, as well as the Merger and related financings. Notwithstanding that representatives of the Investcorp Investors may have provided information to the Purchasers (including without limitation information concerning ATD, the Merger and related matters), neither Purchaser is relying on nor has relied on any representation by Investcorp, the Investcorp Investors or any part thereof in violation affiliate or representative of Investcorp with respect to any aspect of the Securities Act Merger, the financings or the business or prospects of ATD, the Company or its subsidiaries, other than the representations and warranties of the Company hereunder. (d) Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby will (i) violate any applicable state securities lawconstitution, has no present intention statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of distributing any government, governmental agency or court to which either Purchaser is subject, (ii) violate or conflict with any provision of the certificate of incorporation, bylaws or other constituent documents of either Purchaser or (iii) result in a breach of or constitute a default under, any material agreement, contract, lease, license, instrument, or other arrangement to which either Purchaser is a party or by which it is bound or to which any of such Securities in violation of its assets are subject. (e) Each Purchaser has the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding financial ability to pay the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell purchase price for 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 SecuritiesShares.

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 followsthat: (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 has full right, corporate or partnership power and authority to enter into execute, deliver and to consummate perform each of this Agreement, the transactions contemplated by Escrow Agreement and the Transaction Documents and otherwise to carry out its obligations hereunder and thereunderAmended Voting Rights 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 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, enforceable against it such Purchaser in accordance with its terms, except (i) as the enforceability thereof may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting the enforcement of creditors' rights generally, (ii) as limited generally and by laws relating to the availability of specific performance, injunctive relief or other general equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawprinciples. (b) Own Account. Such The Securities 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 will be acquired for its investment for such Purchaser's own account account, and not with a view to or for distributing or reselling such Securities or the distribution of any part thereof in violation of the Securities Act or any applicable state securities law, thereof. Such Purchaser has no present intention of distributing selling, granting 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 participation in, or otherwise in compliance with applicable federal and state securities laws) in violation of distributing the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its businesssame. Such Purchaser does not have any contract, undertaking, agreement or understandingarrangement with any person to sell, directly transfer, or indirectlygrant participation to such person or to any third person, with any Person respect to distribute any of the Securities. (c) Such Purchaser understands that the Securities may not be sold, transferred, or otherwise disposed of without registration under the Securities Act, or an exemption therefrom, and that in the absence of an effective registration statement covering the Securities or an available exemption from registration under the Securities Act, the Securities must be held indefinitely. In the absence of an effective registration statement covering the Securities, such Purchaser will sell, transfer, or otherwise dispose of the Securities only in a manner consistent with its representations and agreements set forth herein. (d) Such Purchaser understands that until the Securities are registered under the Securities Act, the certificates evidencing the Securities may bear substantially the following legends: (i) THE SECURITIES EVIDENCED HEREBY WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND APPLICABLE STATE LAW, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM (IN EACH CASE BASED UPON DOCUMENTATION SATISFACTORY TO THE COMPANY, INCLUDING AN OPINION OF COUNSEL SATISFACTORY TO IT THAT REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAWS IS NOT REQUIRED) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT." (ii) Any legend required by the Escrow Agreement, the Amended Voting Agreement or any applicable law. (e) Such Purchaser is an "accredited investor" as such term is defined in Rule 501(a)(1) promulgated pursuant to the Securities Act. (f) Such Purchaser's financial condition is such that he is able to bear the risk of holding the Securities for an indefinite period of time. (g) Such Purchaser has such knowledge and experience in financial and business matters and in making high risk investments of this type that he is capable of evaluating the merits and risks of the purchase of the Securities. (h) Such Purchaser has been furnished access to the business records of the Company and such additional information and documents as such Purchaser has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the business, operations, market potential, capitalization, financial condition and prospects, and all other matters deemed relevant by such Purchaser. (i) There are no claims for brokerage commissions or finder's fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of such Purchaser, and such Purchaser agrees to indemnify and hold the Company harmless against any damages incurred as a result of any such claims. (j) Such Purchaser acknowledges that the Company will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and agrees that, if any of the acknowledgments, representations and agreements are no longer accurate, he shall promptly notify the Company.

Representations and Warranties of the Purchasers. Each Purchaser herebyfor itself, for itself severally and for no other Purchasernot jointly, represents hereby represents, warrants and warrants as of the date hereof and as of the Closing Date to the Company agrees, as follows: (a) Organization; AuthoritySuch Purchaser is acquiring the Common Shares and the Warrants subscribed for hereunder for its own account as principal, for investment purposes and not with a view to any distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any other securities laws. Such Purchaser is an entity duly organized, validly existing further understands and in good standing acknowledges that the offer and sale of the Securities to the Purchasers pursuant to this Agreement will not be registered under the Securities Act or any state securities laws on the assumption that the offer and sale of the jurisdiction of its organization with full right, corporate or partnership power and authority Securities to enter into and the Purchasers are exempt from registration pursuant 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 Section 4(2) of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of Securities Act and Regulation D thereunder and that Martek's reliance upon such exemption is predicated upon such Purchaser. Each Transaction Document to which it is a party has been duly executed 's representations set forth in the Agreement and as shall be made by such Purchaser, and when delivered by such Purchaser in accordance with any holder 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 lawWarrants upon exercise thereof. (b) Own Account. Such Purchaser understands is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act, and by virtue of such Purchaser's experience in financial and business matters, is capable of evaluating the merits and risks of such Purchaser's investment in the Securities, has the ability to bear the economic risks of such an investment, including a complete loss of the investment, and has the capacity to protect the Purchaser's own interests. For purposes of the requirements of state securities laws, such Purchaser represents that it is solely a resident of the state set forth opposite its name on Schedule I hereto and that the offer and purchase of the Securities pursuant hereto has and will occur solely in such state. (c) Such Purchaser acknowledges that the Warrants and the certificates representing the Common Shares and the shares underlying the Warrants shall bear a legend substantially as set forth below indicating the restrictions on transfers to which the Securities and the Warrants are subject, and instructions shall be given to the transfer agent for the Common Stock that no transfer is to be effected except in compliance with such transfer restrictions: The securities represented hereby have not been registered under the Securities Act of 1933, as amended (the "restricted securities" Act"), or applicable state securities laws and may not be offered, sold or transferred in the absence of registration or the availability of an exemption from registration under the Act and regulations promulgated thereunder and applicable state securities laws. (d) Because the Securities have not been registered under the Securities Act or any applicable state securities law and is acquiring laws, such Purchaser acknowledges that the economic risk of the investment must be borne indefinitely by such Purchaser, the Securities as principal for its own account and cannot with a view to or for distributing or reselling such Securities or any part thereof in violation of be sold by the Purchaser unless subsequently registered under the Securities Act and such laws or unless an exemption from such registration is available, and while Martek intends to file a registration statement covering the Securities for public resale as set forth in Section 4 below, there is no assurance that the Securities will in fact be so registered. (e) Such Purchaser hereby acknowledges that Martek has made available to such Purchaser such books, records, corporate documents and all other information as Purchaser has requested and considers necessary to evaluating the merits and risks of an investment in the Securities, including, but not limited to, information which Martek has not yet disclosed to the public. Purchaser specifically acknowledges that it has declined to receive certain non-public information offered to it by Martek and that such information could be material to an investment decision. Purchaser acknowledges that its decision to not receive such information is entirely voluntary and that Martek may assert this acknowledgment as a defense in any applicable state securities law, has no present intention action Purchaser might bring arising out of distributing any of such Securities in violation its non-receipt of the Securities Act or any applicable state securities law non-public information. Each Purchaser acknowledges that it has been afforded the opportunity to ask questions concerning Martek and has no arrangement or understanding with any other persons regarding received satisfactory answers thereto, to obtain all additional information that it has requested and to request and receive all documents concerning Martek and the distribution terms and conditions of such Securities (this representation and warranty not limiting such Purchaser's right to sell investment. Such Purchaser acknowledges that it has not been offered the Securities by any means of general solicitation or advertisement, and that no commission or sales charge is payable by the Purchaser to any third party in connection with the purchase of the Securities. (f) Such Purchaser recognizes that investment in the Securities involves a high degree of risk. In evaluating the suitability of an investment in the Securities, such Purchaser has not (A) relied upon any representations or other information (whether oral or written) other than (i) the representations and warranties set forth in this Agreement, (ii) the documents and answers to questions furnished to such Purchaser by Martek (or its designated representatives) and (iii) Martek's filings made pursuant to the Registration Statement Exchange Act , or otherwise in compliance with applicable federal and state securities laws(B) in violation relied upon any projections or predictions as to the future business or financial performance of Martek which Martek has not disclosed to the Securities Act or any applicable state securities lawpublic. Such Purchaser is acquiring aware that no federal or state agency has made any finding or determination as to the fairness of the Securities hereunder in the ordinary course of its business. Such Purchaser does not have for investment, nor any agreement recommendation or understanding, directly or indirectly, with any Person to distribute any endorsement 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 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 acquiring the Series D Preferred Stock, and the Warrants, 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 Series D Preferred Stock and the Warrants, have not been, and that the Warrant Shares and Conversion Shares will not be, registered under the Securities Act or any state securities laws, by reason of their issuance by the Company in a transaction exempt from the registration requirements thereof and (ii) the Series D Preferred Stock, Warrants, Warrant Shares and the Conversion Shares may not be sold unless such disposition is registered under the Securities Act and applicable state securities laws or is exempt from registration thereunder. (c) Such Purchaser further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Purchaser) 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. (d) Such Purchaser has not employed any broker or finder in connection with the transactions contemplated by this Agreement. (e) Such Purchaser is an entity "Accredited Investor" (as defined in Rule 501(a) under the Securities Act). (f) Such Purchaser is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction state of its organization with full right, corporate or partnership and has all power and authority to enter into and to consummate the transactions contemplated by the Transaction Agreement and the Ancillary Documents. This Agreement and each of the Ancillary Documents to which such Purchaser is a party has been duly authorized by all necessary action on the part of such Purchaser. This Agreement and otherwise each of the Ancillary Documents to carry out which such Purchaser is a party constitutes a valid and binding agreement of such Purchaser enforceable against such Purchaser in accordance with its obligations hereunder and thereunder. terms except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally. (g) 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 and each of the part of such Purchaser. Each Transaction Document Ancillary Documents to which it is a party has been duly executed by such Purchaser, and when delivered the consummation by such Purchaser in accordance with of the terms hereoftransactions contemplated hereby and thereby will not (a) violate any provision of law, will constitute the valid and legally binding obligation statute, rule or regulation, or any ruling, writ, injunction, order, judgment or decree of such Purchaserany court, 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 administrative agency or other equitable remedies and governmental body applicable to it, or any of its properties or assets or (iiib) insofar as indemnification and contribution provisions may be limited by applicable lawviolate its organizational documents (if any). (bh) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered No permit, authorization consent or approval of or by, or any notification of or filing (including any filing under the Securities Xxxx-Xxxxx Xxxxxx Antitrust improvements Act of 1976, as amended) with, any person (governmental or any applicable state securities law private) is required in connection with the execution, delivery and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling performance by such Securities or any part thereof in violation Purchaser of the Securities Act Agreement and the Ancillary Documents to which it is a party, or any applicable state securities law, has no present intention of distributing any of the consummation by such Securities in violation Purchaser 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 Securitiestransactions contemplated thereby.

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; 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) it is an "accredited investor" as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generallythat term is defined in Rule 501(a) promulgated under the Securities Act, (ii) as limited by laws relating it has the requisite knowledge and experience in financial and business matters to be capable of evaluating the availability merits and risks of specific performancean investment in the Company, injunctive relief or other equitable remedies and (iii) insofar as indemnification it has had an opportunity to discuss the Company's business, management and contribution provisions may be limited by applicable law. financial affairs with the Company's management, (biv) 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 it is acquiring the Securities as principal Direct Purchase Shares for investment for its own account and not with a view to to, or for resale in connection with, any distribution thereof; nor with any present intention of distributing or reselling selling the same; and, except as contemplated by the Series G Purchase Agreement, such Securities Purchaser has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof, (v) it is not in material breach or violation of, or in default under, any term or provision of (A) its organizational and governing documents, (B) any indenture, mortgage, deed of trust, voting trust agreement, stockholders, partners or members agreement, note agreement or other agreement or instrument to which it is a party or by which it is or may be bound or to which any of its property is or may be subject, or (C) any statute, judgment, decree, order, rule or regulation applicable to such Purchaser or of any arbitrator, court, regulatory body, administrative agency or any part thereof other governmental agency or body, domestic or foreign, having jurisdiction over such Purchaser or any of its activities or properties, (vi) any Purchaser which is a corporation, partnership, limited liability company or trust represents that it has not been organized, reorganized or recapitalized specifically for the purpose of investing in violation the Company, (vii) it understands that the Direct Purchase Shares have not been registered under the Securities Act and it will not offer, sell, transfer, pledge, hypothecate or otherwise dispose of any Direct Purchase Shares except pursuant to an exemption from, or otherwise in a transaction not subject to, the registration requirements of the Securities Act or pursuant to an effective registration statement under the Securities Act, and, in each case, in accordance with any applicable state securities law, has no present intention of distributing or "blue sky" laws and (viii) it understands that any certificates representing the Shares and any other securities issued in respect of such Securities in violation of the Securities Act securities upon any stock split, stock dividend, recapitalization, merger, consolidation 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 similar event, shall be stamped or otherwise imprinted with a legend in compliance with the following form (in addition to any legend required under other 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): "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, directly or indirectlyAS AMENDED (THE 'ACT'), with any Person to distribute any of the SecuritiesOR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

Representations and Warranties of the Purchasers. Each Purchaser herebyAs a material inducement to the Company to enter into this Agreement and to engage in the transactions and enter into the agreements contemplated hereby (including, for itself without limitation, issuing the Preferred Units hereunder and for no other Purchaserunder the Prior Purchase Agreements), each of the Purchasers hereby represents and warrants as of the date hereof for itself, severally and as of the Closing Date to the Company as followsnot jointly, that: (a) Organizationa. ORGANIZATION; AuthorityAUTHORIZATION. Such Purchaser (if an entity) is an entity duly organized, validly existing existing, and in good standing under the laws of the jurisdiction of its organization with full rightorganization. If such Purchaser is an entity, 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 delivery, and performance of this Agreement, the LLC Agreement, the Registration Agreement, the Securityholders Agreement, the Performance Vesting Agreement, and the other agreements contemplated hereby to which such Purchaser is a party by such Purchaser and the consurnmation of the transactions contemplated by this Agreement hereby and thereby have been duly and validly authorized by all necessary corporate or similar requisite action on the part of such PurchaserPurchaser and the partners, stockholders, members, or other owners thereof, and no other proceedings on its or their part (other than giving notice of drawdowns on fund capital commitments) is necessary to authorize the execution, delivery or performance of this Agreement or such other agreements. Each Transaction Document If such Purchaser is an individual, such Purchaser has all requisite capacity and authority to execute and deliver this Agreement, the Registration Agreement, the Securityholders Agreement, the Performance Vesting Agreement, and the other agreements contemplated hereby to which it such Purchaser is a party, and to perform and consummate the transactions contemplated hereby and thereby. This Agreement constitutes, and each of the other agreements contemplated hereby to which such Purchaser is a party has been duly will when executed by such Purchaserconstitute, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the a valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its their terms, except (i) as enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and or other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to generally and limitations on the availability of specific performanceequitable remedies. If such Purchaser is an entity, injunctive relief the execution, delivery, and performance by such Purchaser of this Agreement, the Registration Agreement, the Securityholders Agreement, the Performance Vesting Agreement, and the other agreements contemplated hereby to which such Purchaser is a party do not and shall not conflict with 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 constitute a default, breach, 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 terms, conditions, or any applicable state securities law, has no present intention provisions 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 partnership agreement, certificate of incorporation, 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 Securitiessimilar organizational document.

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 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 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 such Purchasers by the Company. At no time was 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. 3.3.7 Such Purchasers represent that the foregoing representations and warranties are true and correct as of the date hereof and, unless such Purchasers otherwise notify 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. 3.3.8 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 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 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, 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 Securities, 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 Securities; (ii) the Purchaser is acquiring the Securities as principal 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 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 the 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 and the rules and regulations promulgated thereunder, or the Purchaser’s right to indemnification under the Registration Rights Agreement); (iii) the Purchaser has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Securities; (iv) the Purchaser has completed or caused to be completed, or will complete and deliver to KiOR within five (5) Business Days after the First Closing, the Registration Statement Questionnaire attached hereto as part of Exhibit F, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date such Registration Statement Questionnaire is delivered to KiOR and will be true and correct as of the effective date of the Registration Statement and the Purchaser will notify KiOR promptly of any applicable state securities law. Such material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Securities or until KiOR is no longer required to keep the Registration Statement effective; (v) the Purchaser has had an opportunity to discuss this investment with representatives of KiOR and ask questions of them; (vi) the Purchaser is acquiring an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities hereunder Act; (vii) the Purchaser agrees to notify KiOR promptly of any change in any of the ordinary course foregoing information until such time as the Purchaser has sold all of its business. Such Securities or KiOR is no longer required to keep the Registration Statement effective; and (viii) the Purchaser does not have any agreement or understandingwill not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the Shares except in compliance with the Securities Act, the Rules and Regulations, and applicable state securities laws. 5.3 The Purchaser understands that the Securities 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 Securities. 5.4 The Purchaser understands that its investment in the Securities involves a significant degree of risk, including a risk of total loss of the Purchaser’s investment, and the Purchaser has full cognizance of and understands all of the risk factors related to the Purchaser’s purchase of the Securities. The Purchaser understands that the market price of the Class A Common Stock has been volatile and that no representation is being made as to the future value of the Class A Common Stock. The Purchaser has the 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 has the ability to bear the economic risks of an investment in the Securities. 5.5 The Purchaser understands that no United States federal or state agency or any Person to distribute other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities. 5.6 The Purchaser’s principal executive offices are at the address set forth below the Purchaser’s name on the Schedule of Purchasers. 5.7 For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, the parties agree that each Purchaser shall be entitled to rely on the Company’s representations and warranties set forth in Article 4 to the fullest extent permitted by applicable law and, moreover, such Purchaser’s right to so rely shall not be affected by (i) any information that such Purchaser or its lawyers, auditors or other advisors obtained or could reasonably have obtained in the course of conducting their audits and due diligence investigations of the Company; or (ii) any other information known to the Purchaser, in either case, unless such information has been included in the Schedules as constituting an exception to the Company’s representations and warranties set forth in Article 4, upon which each such Purchaser shall be entitled to rely to the fullest extent permitted by applicable law. 5.8 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 Securities for the account or benefit of any U.S. person. (B) Such Purchaser will not offer or sell the Securities 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 Securities. (C) Such Purchaser understands and acknowledges that the Securities 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 Securities 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 Securities 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. 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 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 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 to the extent the indemnification and contribution provisions contained in this Agreement 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 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 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. 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 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, hereby for itself and for no other Purchaser, Purchaser represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) OrganizationORGANIZATION; Authority. 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, the Registration Rights Agreement, the Security Agreement and the IP Security 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. INVESTMENT 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 thereof, without prejudice, however, to such Purchaser's right, subject to the provisions of this Agreement, the Registration Rights Agreement and the Warrant, 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 of . Nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold the Securities Act or for any applicable state securities lawperiod of time. 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 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 an "accredited investor" as defined in Rule 501(a) under the Securities Act. (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. (e) ABILITY OF SUCH PURCHASER TO BEAR RISK OF 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. (f) ACCESS TO INFORMATION Such Purchaser acknowledges that it has reviewed the Disclosure Materials 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 the Company's 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 which 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 and to verify the accuracy and completeness of the information contained in the Disclosure Materials. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company's representations and warranties contained in the Transaction Documents.

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 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 (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 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 (a) 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 Warrant Shares that it may acquire upon exercise of the Warrants) are being acquired for its own account for investment (and/or on behalf of managed accounts who are purchasing solely for their own accounts for investment) and with no intention of distributing or reselling such Securities (including the Warrant Shares that it may acquire upon exercise of the Warrants, 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 America or any State, without prejudice, however, to a Purchaser’s right, corporate subject to the provisions of this Agreement, at all times to sell 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 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 PurchaserShares 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 Purchaser understands that the Securities are "restricted securities" and (including 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 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. (c) Purchaser agrees to the imprinting, so long as principal for its own account and not appropriate, of the following or similar legend on the Securities (including the Warrant Shares that it may acquire upon exercise of the Warrants), together with a view any other legends required under the State Securities laws: (d) Each Purchaser agrees that, in connection with any transfer of the Shares or the Warrant Shares by it pursuant to or for distributing or reselling an effective registration statement under the Securities Act, such Securities or any part thereof in violation Purchaser will comply with all prospectus delivery requirements of the Securities Act Act. (e) Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act. (f) Purchaser represents and warrants to the Company that it, or any applicable state securities lawits general partner, has no present intention such knowledge, sophistication and experience in business and financial matters so as to be capable of distributing any 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 Securities in violation 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. (g) Purchaser represents and warrants to the Company that (i) 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 law on its behalf and has no arrangement 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 understanding with any other persons regarding affecting creditors’ rights generally and to general principals of equity; (ii) 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 purchase of the Securities Act to be purchased by it does not conflict with or violate its limited partnership agreement, operating agreement or other charter documents, 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. (h) 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, under the Securities Act or Exchange Act or otherwise, in, or that has constituted, stabilization or manipulation of the Securitiesprice of the Company’s Common Stock. (i) Purchaser acknowledges it has reviewed the Disclosure Documents and further acknowledges that it 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 and (ii) access to information about the Company and the Company’s financial condition, results of operations, business, properties and management. (j) 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 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”). 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. (k) 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 in particular the “Risk Factors” section of the Company’s most recent annual or quarterly report filed with the Commission) and (ii) the Company’s actual results may differ materially from those projected by the Company or its management in such forward-looking information. (l) Purchaser agrees to furnish to the Company certified statement as to the number of shares of Common Stock beneficially owned by such Purchaser and identification of the person or persons that has voting and dispositive control over the Registrable Securities in connection with the Company’s preparation of the Registration Statement (as defined below).

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 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, 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; 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) it is an "accredited investor" as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generallythat term is defined in Rule 501(a) promulgated under the Securities Act, (ii) as limited by laws relating it has the requisite knowledge and experience in financial and business matters to be capable of evaluating the availability merits and risks of specific performancean investment in the Company, injunctive relief or other equitable remedies and (iii) insofar as indemnification it has had an opportunity to discuss the Company's business, management and contribution provisions may be limited by applicable law. financial affairs with the Company's management, (biv) 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 it is acquiring the Securities as principal Direct Purchase Shares for investment for its own account and not with a view to to, or for resale in connection with, any distribution thereof; nor with any present intention of distributing or reselling selling the same; and, except as contemplated by the Series G Purchase Agreement, such Securities Purchaser has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof, (v) it is not in material breach or violation of, or in default under, any term or provision of (A) its organizational and governing documents, (B) any indenture, mortgage, deed of trust, voting trust agreement, stockholders, partners or members agreement, note agreement or other agreement or instrument to which it is a party or by which it is or may be bound or to which any of its property is or may be subject, or (C) any statute, judgment, decree, order, rule or regulation applicable to such Purchaser or of any arbitrator, court, regulatory body, administrative agency or any part thereof other governmental agency or body, domestic or foreign, having jurisdiction over such Purchaser or any of its activities or properties, (vi) any Purchaser which is a corporation, partnership, limited liability company or trust represents that it has not been organized, reorganized or recapitalized specifically for the purpose of investing in violation the Company, (vii) it understands that the Direct Purchase Shares have not been registered under the Securities Act and it will not offer, sell, transfer, pledge, hypothecate or otherwise dispose of any Direct Purchase Shares except pursuant to an exemption from, or otherwise in a transaction not subject to, the registration requirements of the Securities Act or pursuant to an effective registration statement under the Securities Act, and, in each case, in accordance with any applicable state securities law, has no present intention of distributing or "blue sky" laws and (viii) it understands that any certificates representing the Shares and any other securities issued in respect of such Securities securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be stamped or otherwise imprinted with a legend in violation of the Securities Act or following form (in addition to any legend required under other applicable state securities law laws): "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE 'ACT'), OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." Each Purchaser further represents that (i) it has full power and has no arrangement or understanding with any other persons regarding authority to execute, deliver and perform this Second Amendment, (ii) the distribution person executing this Second Amendment on behalf of such Securities (this representation and warranty not limiting Purchaser has the appropriate authority to act on behalf of such Purchaser's right , and (iii) this Second Amendment has been duly authorized, executed and delivered by such Purchaser and constitutes a legal, valid and binding agreement of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject to sell bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity, and (iv) it has not employed any broker or finder in connection with the Securities pursuant transactions contemplated by this Second Amendment. To the best of its knowledge, each Purchaser acknowledges receipt of, and the opportunity to review, 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 information that it believes necessary to make an 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 SecuritiesDirect Purchase Shares.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, severally 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. 5.1 Such Purchaser is an entity duly organizedacquiring the Notes for its own account (or for the account of funds that such Purchaser manages), validly existing and not as nominee or agent, for the purpose of investment and not with a view to distribution in good standing under the laws violation of the jurisdiction Securities Act, without prejudice, however, to each Purchaser’s right at all times to sell or otherwise dispose of its organization with full right, corporate all 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 any part of such Purchaser. Each Transaction Document Notes pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from such registration under the Securities Act or pursuant to a pledge by a Purchaser which it is a party has been duly executed by such Purchaserfund of all or any portion of its rights under this Agreement to its trustee in support of its obligations to its trustee; subject, and when delivered by nevertheless, to the condition that the disposition of the property of 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 shall at all times be within 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 lawcontrol. (b) Own Account. 5.2 Such Purchaser understands that it must bear the Securities are "restricted securities" and have economic risk of its investment for an indefinite period of time because the Notes will not been be registered under the Securities Act or any applicable state securities law laws and is acquiring the Securities as principal for its own account and may not with a view to or for distributing or reselling such Securities or any part thereof in violation of be resold unless subsequently registered under the Securities Act or any applicable state securities lawunless an exemption from such registration is available. Such Purchaser acknowledges that, has no present intention of distributing any in issuing the Notes, the Company is relying on the representations and warranties of such Securities Purchaser in violation this Article V. 5.3 Such Purchaser represents that it is a sophisticated institutional investor and 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 Notes. Such Purchaser further represents that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the SEC under the Securities Act or any applicable state securities law with respect to the purchase of the Notes. 5.4 Such Purchaser hereby acknowledges that the Notes (unless such a Securities Act legend is no longer required in the opinion of counsel, which opinion and has no arrangement or understanding with counsel shall be reasonably satisfactory to the Company, it being agreed that Debevoise & Xxxxxxxx LLP shall be satisfactory) shall bear a legend substantially in the following form (in addition to any other persons regarding legend required by the distribution of Operative Documents): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF SUCH SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM. The acquisition by 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 Purchaser 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 Notes shall constitute a confirmation by it of the Securitiesforegoing representations.

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 organizedincorporation or formation, 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 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. (c) 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, 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. (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 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. (e) Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded, subject to the requirements of Regulation FD, (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 Shares and the merits and risks of investing in the Shares; (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 have 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. (f) Certain Transactions and Confidentiality. 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 indirectlyindirectly 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 received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material pricing 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 any Person respect to distribute any the identification of the Securitiesavailability 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 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 representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transaction 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 (a) unless as of a specific date therein, in which case they shall be accurate as of such date): 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. Understandings 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 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 such 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 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 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 PurchaserConversion 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 By executing this Agreement, each Purchaser further represents that it does not have any contract, undertaking, agreement or arrangement with any person to which it is a party has been duly executed by such Purchasersell, and when delivered by such Purchaser in accordance 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" 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 B 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 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 and has no arrangement or understanding with the Conversion 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 by it pursuant to an effective registration statement under the Securities Act, it 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 or the Conversion Shares. (c) Each Purchaser is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act. Neither Purchaser learned of the opportunity to acquire Shares 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 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 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, 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 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.

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 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 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 herebyThe Purchasers severally represent and warrant to, for itself agree with, and for no other Purchaserwith respect to (g) through (k) covenant to, represents and warrants as of the date hereof and as of the Closing Date to the Company and the Trust as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing aware that the Securities have not been and in good standing will not be registered under the laws of Securities Act and may not be offered or sold within the jurisdiction of its organization with full right, corporate United States or partnership power and authority to enter into and to consummate "U.S. persons" (as defined in Regulation S under 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 Securities Act) except in accordance with Rule 903 of Regulation S under the terms hereof, will constitute Securities Act or pursuant to an exemption from the valid and legally binding obligation registration requirements 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 Act. (b) Own Account. Such Purchaser is an "accredited investor," as such term is defined in Rule 501(a) of Regulation D under the Securities Act. (c) Neither such Purchaser, nor any of such Purchaser's affiliates, nor any person acting on such Purchaser's or such Purchaser's Affiliate's 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 Trust Preferred Securities. (d) Such Purchaser understands and acknowledges that (i) no public market exists for any of the Securities are "restricted securities" and have not been registered under that it is unlikely that a public market will ever exist for the Securities, (ii) such Purchaser is purchasing the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account account, for investment 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 any law that the disposition of its property be at all times within its control and subject to its ability to resell such Securities in violation of pursuant to an effective registration statement under the Securities Act or any pursuant to an exemption therefrom or in a transaction not subject thereto, and such Purchaser agrees to the legends and transfer restrictions applicable state securities law to the Securities contained in the Indenture, and (iii) such Purchaser has had the opportunity to ask questions of, and receive answers and request additional information from, the Company and is aware that it may be required to bear the economic risk of an investment in the Securities indefinitely. (e) Each Purchaser has all requisite (i) power and authority to execute, deliver and perform the Transaction Documents to which it is a party, to make the representations and warranties specified herein and therein and to consummate the transactions contemplated herein and (ii) right and power to purchase the Securities. (f) This Agreement has been duly authorized, executed and delivered by such Purchaser and no arrangement approval, authorization, consent or understanding order or filing with any other persons regarding the distribution of such Securities (this representation and warranty not limiting Governmental Agency having jurisdiction over such Purchaser's right , other than those that have been made or obtained, is required in connection with the performance by such Purchaser of its obligations under this Agreement or the consummation the transactions contemplated herein. (g) The Purchaser represents and warrants that it will provide a properly completed and executed IRS Form W-9, W-8BEN, W-8ECI, or W-8IMY or any successor thereto (witx xxx xxxxxxxxxxx xttachments), that eliminates U.S. federal withholding tax and backup withholding tax on payments under the Trust Agreement prior to sell the first payment date on the Preferred Securities, promptly upon the request of the Property Trustee, and prior to any such form previously provided by it becoming obsolete or incorrect. (h) The Purchaser represents and warrants that it will, unless otherwise required by law, (i) treat the Trust as a grantor trust for U.S. federal income tax purposes, (ii) treat the Securities as undivided beneficial ownership interests in the Trust Property for U.S. federal income tax purposes, and (iii) treat the Notes as indebtedness of the Company for U.S. federal income tax purposes. (i) The Purchaser intends that the Trust is, and under current law will continue to be, classified for U.S. federal income tax purposes as a grantor trust and not as a business entity or as an association or publicly traded partnership taxable as a corporation and the Purchaser agrees not to take any action inconsistent with such intention, unless otherwise required by law. (j) If the Purchaser is not a United States Person for U.S. federal income tax purposes (a "U.S. Person"), then the Purchaser will irrevocably appoint a U.S. Person with discretionary powers to act as its agent with respect to consents and other votes under the Preferred Securities held by the Purchaser, at such time that any such consent or other vote arises under the Trust Agreement. Note: Purchasers that are not U.S. Persons are required to irrevocably appoint a U.S. Person with discretionary authority as their agent with respect to any matter that requires consent or a vote at such time that any such consent or other vote arises under the Trust Agreement. Any successor agent of a foreign purchaser must also be a U.S. Person. (k) None of the Purchasers is treated as a pension plan for U.S. federal income tax purposes. (l) The Purchasers acknowledge and agree that they are subject to the ownership limits as applicable to the common stock and the equity stock of the Company, generally, pursuant to the Registration Statement or otherwise in compliance with applicable federal Charter of the Company and state securities laws) in the Indenture, including any remedies available to the Company for any violation of such ownership limits. The Sellers acknowledge and agree that the Securities Act Purchasers have not made, and do not make, any representations or any applicable state securities law. Such Purchaser is acquiring warranties with respect to the Securities hereunder transactions contemplated hereby other than those specifically set forth 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 Section 4.