Common use of Representations, Warranties and Covenants of the Investor Clause in Contracts

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, represents and warrants to, and agrees with, the Company and the Placement Agent that: 4.1 The Investor (a) 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 Units, including investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) in connection with its decision to purchase the number of Units set forth on the Signature Page, has received and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information. (a) The Investor understands and acknowledges that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of the Securities in any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing Prospectus. (a) The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information or any other materials presented to the Investor in connection with the purchase and sale of the Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. 5.1. The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, to investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (bii) has answered all questions on the Signature Page Investor is acquiring the number of Shares, each as set forth in Section 3 of the Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares, or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy,) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the Investor Questionnaire respective rules and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date regulations promulgated thereunder; and (civ) the Investor has, in connection with its decision to purchase the number of Units Shares as set forth on in Section 3 of the Signature PageStock Purchase Agreement, has received and is relying only relied upon the Disclosure Package Exchange Act Documents and the documents incorporated by reference therein representations and warranties of the Offering Information. (a) Company contained herein. The Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor's investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and acknowledges the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares for any period of time. 5.2. The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Securities Shares, in any jurisdiction outside the United States where legal action by the Company for that purpose is required, (b) if the . Each Investor is outside the United States, it States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense and (c) expense. 5.3. The Investor hereby covenants with the Placement Agent is Company not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsShares without complying with the provisions of this Agreement and the Registration Rights Agreement and without complying with any prospectus delivery requirement then applicable to it, and the Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing Prospectusaccordance therewith. 5.4. The Investor further represents and warrants to, and covenants with, the Company that (ai) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability indemnification agreements of any rights to indemnification or contribution that the Investor herein may be violative legally unenforceable. 5.5. Neither the Investor nor any person acting on its behalf or at its direction has engaged in any purchase or sale of Common Stock (including without limitation any short sale), pledge, transfer, establishment of an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act) during the thirty (30) trading days immediately preceding the date of this Agreement or otherwise has engaged or will engage, directly or indirectly, in any action designed to, or which might be reasonably expected to, cause or result in any manipulation of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 price of the Common Stock. The Investor understands that nothing will not use any of the restricted Shares acquired pursuant to this Agreement to cover any short position in this Agreement, the Prospectus, Common Stock of the Disclosure Package, Company if doing so would be in violation of applicable securities laws and otherwise will comply with federal securities laws in the Offering Information or any other materials presented to the Investor in connection with the purchase holding and sale of the Units constitutes legal, tax or investment adviceShares. 5.6. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of UnitsShares. 5.7. The Company acknowledges and agrees that Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor make or has not disclosed made any information regarding the Offering representations or warranties with respect to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by hereby other than those specifically set forth in Sections 5, 6 and 16(a) of this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position Agreement, or in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” Confidentiality Agreement (as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stockbelow). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, represents and warrants to, and agrees with, the Company and the Placement Agent that: 4.1 The Investor (a) 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 UnitsShares and Warrants, including investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) in connection with its decision to purchase the number of Units Shares and Warrants set forth on the Signature Page, has received and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Informationtherein. 4.2 (a) The Investor understands and acknowledges that no No action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares and Warrants, or possession or distribution of offering materials in connection with the issue of the Securities in any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsShares and Warrants, except as set forth or incorporated by reference in the Base Prospectus or Prospectus, the Prospectus Supplement or any Issuer Free Writing Prospectusfree writing prospectus. (a) 4.3 The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Package or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares and Warrants constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of UnitsShares and Warrants. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing of the Warrants on any securities exchange. Without The Investor understands that without an active market, the liquidity of the Warrants will be limited. 4.5 The Investor will maintain the confidentiality of all information acquired as a result of the transactions contemplated hereby prior to the public disclosure of that information by the Company in accordance with Section 13 of this Annex. 4.6 Since the date on time at which the Placement Agent first contacted the such Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentialityadvisors) and has not engaged in any transactions involving purchases or sales of the securities of the Company (including, without limitation, any Short Sales (as defined herein) involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving purchases or sales of the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (but shall not be deemed to include as defined in Rule 16a-1(h) under the location and/or reservation borrowable shares of Common StockExchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. 4.6 4.7 The Investor is acquiring the Shares and Warrants (including, upon the exercise of the Warrants, the Warrant Shares) solely for such Investor’s own account for investment purposes only and not with a view to or intent of resale or distribution thereof, in whole or in part. The Investor has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Shares, the Warrants, or the Warrant Shares, and the Investor has no plans to enter into any such agreement or arrangement. 4.8 The Investor has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Securities for its own accountand is able to bear the economic risks of such investment. 4.9 The Investor is unaware of, is in no way relying on, and did not become aware of the Offering through or as a nominee result of, any form of general solicitation or agentgeneral advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the Internet (including, without limitation, internet “blogs,” bulletin boards, discussion groups and social networking sites) in connection with the Offering and sale of the Securities and is not subscribing for the Securities and did not become aware of the Offering through or as a result of any seminar or meeting to which the Investor was invited by, or any solicitation of a subscription by, a person not previously known to the Investor in connection with investments in securities generally. 4.10 The Investor meets the suitability standards set forth in Part B of the Investor Questionnaire attached hereto as Annex II. 4.11 The Investor is aware that the Placement Agent, for the services it is providing in this Offering will receive, with respect to subscriptions made in this Offering through the Placement Agent, (1) a cash compensation equal to 9% of the gross proceeds received by the Company from such subscribers; provided, however, that by making and (2) a warrant to purchase a number of shares equal to 8% of the representations Shares issued to such subscribers in the Offering. Other than those commissions payable to the Placement Agent as described herein, the Investor does not agree has taken no action that would give rise to hold any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. 4.12 The Investor acknowledges that the Placement Agent has acted as a placement agent for the Company in previous offerings of its debt and equity securities, and the Placement Agent and its registered representatives received, as compensation for those offerings, warrants to purchase shares of the Securities for any minimum or other specific term and reserves the right Company’s common stock, which may give Placement Agent as incentive to resell or otherwise dispose of sell the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. the Investor. 4.13 The Investor is acquiring the Securities hereunder aware that a Managing Partner in the ordinary course of its business and does not presently have Placement Agent’s New York, NY office, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, entered into a final settlement with the Massachusetts Securities Division in 2001 pursuant to which he agreed, among other things, never to seek to register with the Massachusetts Securities Division in any agreement or understanding, directly or indirectly, with any third party capacity. The settlement resolved allegations that ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ failed to acquire, sell, transfer, or distribute any of the Securitiesadequately supervise employees at a prior broker-dealer.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, to investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (bii) the Investor is acquiring the number of Shares set forth in Section 3 of the Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page and the Investor Questionnaire for use in preparation of the Registration Statement and the answers thereto are true true, correct and correct complete as of the date hereof and will be true true, correct and correct complete as of the Closing Date Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (cvi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth on in Section 3 of the Signature PageStock Purchase Agreement, has received and is relying relied only upon the Disclosure Package Exchange Act Documents, the Press Releases and the documents incorporated by reference therein representations and warranties of the Offering Information. (a) Company contained herein. The Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and acknowledges the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares for any period of time. 5.2 The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Securities Shares, in any jurisdiction outside the United States where legal action by the Company for that purpose is required, (b) if the . Each Investor is outside the United States, it States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense and (c) expense. 5.3 The Investor hereby covenants with the Placement Agent is Company not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsShares without complying with the provisions of this Agreement and without causing the prospectus delivery requirement under the Securities Act to be satisfied (whether by delivery of the Prospectus or pursuant to and in compliance with an exemption from such requirement), and the Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except in accordance therewith. The Investor acknowledges that there may occasionally be times when the Company determines that it must suspend the use of the Prospectus forming a part of the Registration Statement, as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing ProspectusSection 7.2(c). 5.4 The Investor further represents and warrants to, and covenants with, the Company that (ai) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability indemnification agreements of any rights to indemnification or contribution that the Investors herein may be violative legally unenforceable. 5.5 Investor will not use any of the public policy underlying Shares acquired pursuant to this Agreement to cover any law, rule or regulation (including any federal or state short position in the Common Stock of the Company if doing so would be in violation of applicable securities law, rule or regulation)laws. 4.4 5.6 The Investor understands that nothing in this Agreementthe Exchange Act Documents, the ProspectusPress Releases, the Disclosure Package, the Offering Information this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. Shares. 5.7 The Company acknowledges and agrees that Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor make or has not disclosed made any information regarding the Offering representations or warranties with respect to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by hereby other than those specifically set forth in this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position Sections 5 and 16(a), in the Common Stock if doing so would be Purchase Agreement or in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the SecuritiesQuestionnaire.

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, represents and warrants (as of the date hereof) to, and agrees with, the Company Sellers and the Placement Agent that: 4.1 The Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities Units presenting an investment decision like that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, (b) is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, (c) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (cd) in connection with its decision to purchase the number of Units set forth on the Signature Page, has received and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering InformationInformation and the representations, warranties, covenants and agreements of the Company contained in the Placement Agency Agreement. 4.2 (a) The Investor understands and acknowledges that no No action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesUnits, or possession or distribution of offering materials in connection with the issue of the Securities Units in any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor 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 Securities Units or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is not authorized to make and nor has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or Preliminary Prospectus, any Issuer Free Writing Prospectus or the Final Prospectus. (a) The Investor is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). The Investor’s execution, delivery and performance of this Agreement and the consummation by it of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Investor’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Investor is subject (including federal and state securities laws and regulations), or by which any property or asset of the Investor is bound or affected. 4.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Prospectus or any other materials presented to the Investor in connection with the purchase and sale of the Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since If the date on Investor has previously received any material non-public information since the time at which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any of such material non-public information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentialityadvisors) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales (defined below) involving the Company’s securities). The Investor covenants that it will (i) maintain the confidentiality of all material non-public information acquired as a result of the transactions contemplated herein and (ii) not engage in any transactions involving purchases or sales of the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal), accounting and other advisors that are subject to an obligation of confidentiality) in each case prior to the time that the transactions contemplated by this Agreement are such material non-public information is publicly disclosed. The Investor agrees that it will not use any of the Securities Units acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (but shall not be deemed to include as defined in Rule 16a-1(h) under the location and/or reservation borrowable shares of Common StockExchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. 4.6 The Investor is acquiring the Securities for its own account, not as acknowledges that a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any portion of the Securities for identifying information set forth on the Signature Page is being requested in connection with the USA Patriot Act, Pub.L.107-56 (the “Patriot Act”), and Investor agrees to provide any minimum additional information requested by the Sellers or the Placement Agent in connection with the Patriot Act or any similar legislation or regulation to which Sellers or the Placement Agent is subject, in a timely manner. Investor hereby represents that the identifying information set forth on the Signature Page, including without limitation, its Taxpayer Identification Number assigned by the Internal Revenue Service or any other specific term taxing authority, is true and reserves complete on the right to resell or otherwise dispose date hereof and will be true and complete at the time of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the SecuritiesClosing.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to, to investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities; (bii) the Investor is acquiring the number of Common Shares and Warrants set forth in Paragraph III of the Securities Purchase Agreement in the ordinary course of his business and for his own account for investment only and with no present intention of distributing any of the Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true true, correct and correct complete as of the date hereof and will be true true, correct and correct complete as of the Closing Date Date; and (cv) the Investor has, in connection with its his decision to purchase the number of Units Common Shares and Warrants set forth on in Paragraph III of the Signature PageSecurities Purchase Agreement, has received and is relying relied only upon the Disclosure Package Exchange Act Documents and the documents incorporated by reference therein representations and warranties of the Offering Information. (a) Company contained herein. The Investor understands and acknowledges that no action has been or will be taken in any jurisdiction outside neither this Offering nor the United States by the Company or the Placement Agent that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue acquisition of the Securities have been registered under the Securities Act or registered or qualified under any state securities law in any jurisdiction outside reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the United States where action for that purpose is required, (b) if bona fide nature of the Investor’s investment intent as expressed herein and the information provided in the Investor’s Investor Questionnaire. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is outside the United Statestrue, it will comply with all applicable laws correct and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities or has in its possession or distributes any offering material, complete in all cases at its own expense and (c) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing Prospectusmaterial respects. (a) 5.2 The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance by the Investor of the transactions contemplated by this AgreementAgreement have been duly authorized by all necessary action on the part of the Investor. This Agreement has been duly executed by the Investor, and (b) this Agreement constitutes a when delivered by the Investor in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Investor Investor, enforceable against the Investor him in accordance with its terms, except (i) as enforceability may be limited by applicable laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, (ii) as limited by rules of law governing specific performance, injunctive relief, or other equitable remedies and contracting parties’ rights generally and except as enforceability (iii) to the extent the indemnification provisions contained in this Agreement may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any limited by applicable federal or state securities law, rule or regulation)laws. 4.4 5.3 The Investor understands that nothing is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in this Agreementany newspaper, the Prospectus, the Disclosure Package, the Offering Information magazine or similar media or broadcast over television or radio or presented at any seminar or any other materials presented to the Investor in connection with the purchase and sale of the Units constitutes legal, tax general solicitation or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedgeneral advertisement. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 5.4 The Investor is acquiring the Securities Common Shares and Warrants, and the Warrant shares receivable upon exercise thereof, in each case, for its his own accountaccount and not with a view towards, not as a nominee or agentfor resale in connection with, the public sale or distribution thereof; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities under an exemption under the Securities Act and reserves the right to dispose of the Common Shares and Warrant Shares at any time, subject time in accordance with or pursuant to compliance with applicable federal a registration statement or state securities laws, rules or regulationsan exemption under the Securities Act. The Investor is acquiring the Securities hereunder in the ordinary course of its business business. 5.5 The Investor understands that the Securities are being offered and does not presently sold to him in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Securities. 5.6 The Investor and his advisors, if any, have been furnished with all publicly available materials relating to the business, finances and operations of the Company and such other publicly available materials relating to the offer and sale of the Securities as have been requested by the Investor. The Investor and his advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any agreement other due diligence investigations conducted by the Investor or understandinghis advisors, directly or indirectly, with any third party to acquire, sell, transferif any, or distribute his representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained herein. The Investor understands that his investment in the Securities involves a high degree of risk. 5.7 The Investor 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.

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, represents and warrants to, and agrees with, the Company and the Placement Agent Agents that: 4.1 The Investor Investor: (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) in connection with its decision to purchase the number of Units set forth on the Signature Page, has received and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information. 4.2 (a) The Investor understands and acknowledges that no No action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent Agents that would permit an offering of the SecuritiesUnits, or possession or distribution of offering materials in connection with the issue of the Securities in any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is Agents are not authorized to make and has have not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsSecurities, except as set forth or incorporated by reference in the Base Prospectus Disclosure Package or the Prospectus Supplement or any Issuer Free Writing Prospectusfree writing prospectus. (a) The Investor is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). The Investor’s execution, delivery and performance of this Agreement and the consummation by it of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Investor’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Investor is subject (including federal and state securities laws and regulations), or by which any property or asset of the Investor is bound or affected. 4.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information or any other materials presented to the Investor in connection with the purchase and sale of the Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchangeexchange or other trading market. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since the date on which the a Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that who are subject to an obligation bound by agreements or duties of confidentiality) and has not engaged in any transactions purchases or sales involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions purchases or sales involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (but shall not be deemed to include as defined in Rule 16a-1(h) under the location and/or reservation borrowable shares of Common StockExchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is knowledgeablehas the knowledge, sophisticated sophistication and experienced in makingexperience necessary to make, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (bii) has answered all questions the Investor is acquiring the number of Shares set forth on the Signature Page signature page hereto for its own account for investment only and with no present intention of distributing any of such Shares in violation of the Securities Act or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor Questionnaire has filled in all requested information on the signature page hereto for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (cvi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth on the Signature Pagesignature page hereto, has received and is relying relied only upon the Disclosure Package SEC Documents, other publicly available information and the documents incorporated by reference therein representations and warranties of the Offering Information. (a) Company contained herein. The Investor understands and that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. 5.2 The Investor acknowledges that the Company has represented that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Securities Shares, in any jurisdiction outside the United States where action for that purpose is required, (b) if . If the Investor is located or domiciled outside the United States, States it will agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense and (c) expense. 5.3 The Investor hereby covenants with the Placement Agent is Company not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsShares without complying with the provisions of this Agreement, including Section 7.2 hereof, provided that the Company complies with its obligations under Section 7.1, without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, if applicable, and the Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except as set forth or incorporated by reference in accordance therewith. The Investor acknowledges that there may occasionally be times when the Base Prospectus or Company, based on the advice of its counsel, determines that, subject to the limitations of Section 7.2, it must suspend the use of the Prospectus Supplement (as defined in Exhibit A) forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the SEC or any Issuer Free Writing until the Company has amended or supplemented such Prospectus. 5.4 The Investor further represents and warrants to, and covenants with, the Company that (ai) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, Agreement and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification and contribution agreements of the Investors herein may be legally unenforceable. 5.5 Investor will not, prior to the enforceability of any rights to indemnification or contribution that may be violative effectiveness of the public policy underlying Registration Statement, sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any lawright with respect to (collectively, rule a “Disposition”) the Shares in violation of the Securities Act, nor will Investor engage in any hedging or regulation (including any federal other transaction which is designed to or state securities law, rule could reasonably be expected to lead to or regulation). 4.4 The result in a Disposition of Shares by the Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information or any other materials presented to the Investor person or entity in connection with the purchase and sale violation of the Units constitutes legal, tax or investment advice. The Securities Act. 5.6 Between the time such Investor has consulted such legal, tax learned about the Offering and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase the public announcement of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding taken, and prior to the public announcement of the Offering will not take, any action that has caused or will cause such Investor to have, directly or indirectly, sold or agreed to sell any third parties shares of Common Stock, effected any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended) with respect to the Common Stock, granted any other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company right (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Salesput or call option) or disclose any information about the Offering (other than with respect to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation or with respect to any security that includes, relates to or derived any significant part of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under its value from the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee whether or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understandingnot, directly or indirectly, in order to hedge its position in the Shares, nor has such Investor, directly or indirectly, caused any person to engaged in any short sales or similar transactions with respect to the Common Stock. 5.7 The Investor further represents that no broker, investment banker, financial advisor or other person is entitled to any third party to acquirebroker’s, sellfinder’s, transfer, financial advisor’s or distribute any other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the SecuritiesInvestor.

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, represents and warrants to, and agrees with, the Company and the Placement Agent that: 4.1 The Investor (a) is an entity that qualifies for an exemption from the requirements of the Company to qualify or register the offer and sale of the Securities to the Investor under any applicable state “blue-sky” or securities laws in the jurisdiction in which the Investor is deemed to reside, (b) 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 UnitsSecurities, including investments in securities issued by the Company and investments in comparable companies, (bc) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (cd) in connection with its decision to purchase the number of Units Securities set forth on the Signature Page, has received and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information. 4.2 (a) The Investor understands and acknowledges that no No action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of the Securities in any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsSecurities, except as set forth or incorporated by reference in the Base Registration Statement, Prospectus or the Prospectus Supplement or any Issuer Free Writing Prospectusfree writing prospectus. (a) The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information or any other materials presented to the Investor in connection with the purchase and sale of the Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Pre-Funded Warrants being offered in or the OfferingWarrants, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing of the Pre-Funded Warrants or the Warrants on any securities exchange. Without The Investor understands that without an active trading market, the liquidity of the Pre-Funded Warrants or the Warrants will be limited. 4.5 The Investor will maintain the confidentiality of all information acquired as a result of the transactions contemplated hereby prior to the public disclosure of that information by the Company in accordance with Section 13 of this Annex. 4.6 Since the date on time at which the Placement Agent first contacted provided the Investor about material pricing terms of the Offering, the Investor has not disclosed any material pricing information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentialityadvisors) and has not engaged in any transactions involving purchases or sales of the securities of the Company (including, without limitation, any Short Sales (as defined herein) involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving purchases or sales of the securities of the Company (including Short Sales) or disclose any from the time the Investor received material pricing information about regarding the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to offering until the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (but shall not be deemed to include as defined in Rule 16a-1(h) under the location and/or reservation borrowable shares of Common StockExchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. 4.6 4.7 The Investor 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 and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is acquiring necessary to make an informed investment decision with respect to the investment. The Investor acknowledges and agrees that neither R▇▇▇ nor any affiliate of R▇▇▇ has provided such Investor with any information or advice with respect to the Securities for nor is such information or advice necessary or desired. Neither R▇▇▇ nor any of its own account, not affiliates has made or makes any representation as a nominee to the Company or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any quality of the Securities for and R▇▇▇ and any minimum or other specific term and reserves of its affiliate may have acquired non-public information with respect to the right Company which such Investor agrees need not be provided to resell or otherwise dispose it. In connection with the issuance of the Securities at to such Investor, neither R▇▇▇ nor any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement affiliates has acted as a financial advisor or understanding, directly or indirectly, with any third party fiduciary to acquire, sell, transfer, or distribute any of the Securitiessuch Investor.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is knowledgeablehas the knowledge, sophisticated sophistication and experienced in makingexperience necessary to make, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (bii) has answered all questions the Investor is acquiring the number of Shares set forth on the Signature Page signature page hereto for its own account for investment only and with no present intention of distributing any of such Shares in violation of the Securities Act or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor Questionnaire has filled in all requested information on the signature page hereto for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (cvi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth on the Signature Pagesignature page hereto, has received and is relying relied only upon the Disclosure Package SEC Documents, other publicly available information and the documents incorporated by reference therein representations and warranties of the Offering Information. (a) Company contained herein. The Investor understands and that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor's investment intent as expressed herein. 5.2 The Investor acknowledges that the Company has represented that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Securities Shares, in any jurisdiction outside the United States where action for that purpose is required, (b) if . If the Investor is located or domiciled outside the United States, States it will agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense and (c) expense. 5.3 The Investor hereby covenants with the Placement Agent is Company not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsShares without complying with the provisions of this Agreement, including Section 7.2 hereof, provided that the Company complies with its obligations under Section 7.1, without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, if applicable, and the Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except as set forth or incorporated by reference in accordance therewith. The Investor acknowledges that there may occasionally be times when the Base Prospectus or Company, based on the advice of its counsel, determines that, subject to the limitations of Section 7.2, it must suspend the use of the Prospectus Supplement forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the SEC or any Issuer Free Writing until the Company has amended or supplemented such Prospectus. 5.4 The Investor further represents and warrants to, and covenants with, the Company that (ai) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, Agreement and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification and contribution agreements of the Investors herein may be legally unenforceable. 5.5 Investor will not, prior to the enforceability of any rights to indemnification or contribution that may be violative effectiveness of the public policy underlying Registration Statement, sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any lawright with respect to (collectively, rule a "Disposition") the Shares in violation of the Securities Act, nor will Investor engage in any hedging or regulation (including other transaction which is designed to or could reasonably be expected to lead to or result in a Disposition of Shares by the Investor or any federal other person or state securities law, rule or regulation)entity in violation of the Securities Act. 4.4 5.6 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedShares. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, represents and warrants to, and agrees with, the Company and the Placement Agent Agents that: 4.1 The Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) in connection with its decision to purchase the number of Units Shares set forth on the Signature Page, has received and is relying only upon the Disclosure Package and Package, the documents incorporated by reference therein and the Offering Information. (a) The Investor understands and acknowledges that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of the Securities in any jurisdiction outside the United States where action for that purpose is required, (b) if 4.2 If the Investor 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 Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing Prospectusexpense. (a) The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Prospectus or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedShares. 4.5 Since the date on which the any Placement Agent first contacted the such Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving in the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities), and has not violated its obligations of confidentiality. The Each Investor covenants that it will not engage in any transactions involving in the securities of the Company (including Short Sales) or disclose any information about the Offering contemplated offering (other than to its legal, accounting and other advisors that are subject to an under a legal obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Each Investor agrees that it will not use any of the Securities Shares acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (but shall not be deemed to include as defined in Rule 16a-1(h) under the location and/or reservation borrowable shares of Common StockExchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, represents and warrants to, and agrees with, the Company and the Placement Agent that: 4.1 The Investor (a) 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 UnitsShares and Warrants, including investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) in connection with its decision to purchase the number of Units Shares and Warrants set forth on the Signature Page, has received and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Informationtherein. 4.2 (a) The Investor understands and acknowledges that no No action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares and Warrants, or possession or distribution of offering materials in connection with the issue of the Securities in any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsShares and Warrants, except as set forth or incorporated by reference in the Base Prospectus or Prospectus, the Prospectus Supplement or any Issuer Free Writing Prospectusfree writing prospectus. (a) 4.3 The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Package or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares and Warrants constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of UnitsShares and Warrants. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing of the Warrants on any securities exchange. Without The Investor understands that without an active market, the liquidity of the Warrants will be limited. 4.5 The Investor will maintain the confidentiality of all information acquired as a result of the transactions contemplated hereby prior to the public disclosure of that information by the Company in accordance with Section 13 of this Annex. 4.6 Since the date on time at which the Placement Agent first contacted the such Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentialityadvisors) and has not engaged in any transactions involving purchases or sales of the securities of the Company (including, without limitation, any Short Sales (as defined herein) involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving purchases or sales of the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (but shall not be deemed to include as defined in Rule 16a-1(h) under the location and/or reservation borrowable shares of Common StockExchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. 4.6 4.7 The Investor is acquiring the Shares and Warrants (including, upon the exercise of the Warrants, the Warrant Shares) solely for such Investor’s own account for investment purposes only and not with a view to or intent of resale or distribution thereof, in whole or in part. The Investor has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Shares, the Warrants, or the Warrant Shares, and the Investor has no plans to enter into any such agreement or arrangement. The Investor agrees to make due inquiry regarding, and not to sell or transfer the Shares, the Warrants or the Warrant Shares in violation of, any federal and/or state securities laws applicable to the Investor. 4.8 The Investor has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Securities for its own accountand is able to bear the economic risks of such investment. 4.9 The Investor is unaware of, is in no way relying on, and did not become aware of the Offering through or as a nominee result of, any form of general solicitation or agentgeneral advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the Internet (including, without limitation, internet “blogs,” bulletin boards, discussion groups and social networking sites) in connection with the Offering and sale of the Securities and is not subscribing for the Securities and did not become aware of the Offering through or as a result of any seminar or meeting to which the Investor was invited by, or any solicitation of a subscription by, a person not previously known to the Investor in connection with investments in securities generally. 4.10 The Investor meets the suitability standards set forth in Part B of the Investor Questionnaire attached hereto as Annex II. 4.11 The Investor is aware that the Placement Agent, for the services it is providing in this Offering will receive, with respect to subscriptions made in this Offering through the Placement Agent, (1) cash compensation equal to 9% of the gross proceeds received by the Company from such subscribers that are first introduced to the Company by the Placement Agent in the Offering; provided(2) a warrant to purchase a number of shares equal to 9% of the Shares issued to such subscribers that are first introduced to the Company by the Placement Agent in the Offering, howeverwhich is exercisable for a period of five (5) years from the date of issuance at an exercise price equal to 100% of the purchase price for such Shares and related Warrants; (3) cash compensation equal to 5% of the gross proceeds received by the Company from such subscribers who are not first introduced to the Company by the Placement Agent in the Offering; and (4) a non-accountable expense fee of $35,000, that by making to be paid upon the representations first closing of the Offering. Other than those commissions payable to the Placement Agent as described herein, the Investor does not agree has taken no action that would give rise to hold any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. 4.12 The Investor acknowledges that the Placement Agent has acted as a placement agent for the Company in previous offerings of its debt and equity securities, and the Placement Agent and its registered representatives received, as compensation for those offerings, warrants to purchase shares of the Securities for any minimum or other specific term and reserves the right Company’s common stock, which may give Placement Agent as incentive to resell or otherwise dispose of sell the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. the Investor. 4.13 The Investor is acquiring the Securities hereunder aware that a Managing Partner in the ordinary course of its business and does not presently have Placement Agent’s New York, NY office, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, entered into a final settlement with the Massachusetts Securities Division in 2001 pursuant to which he agreed, among other things, never to seek to register with the Massachusetts Securities Division in any agreement or understanding, directly or indirectly, with any third party capacity. The settlement resolved allegations that ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ failed to acquire, sell, transfer, or distribute any of the Securitiesadequately supervise employees at a prior broker-dealer.

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, represents and warrants to, and agrees with, the Company and the Placement Agent that: 4.1 The Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the Investor Questionnaire for use in preparation of the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) in connection with its decision to purchase the number of Units set forth on the Signature Page, has received and is relying only solely upon the Disclosure Package and the documents incorporated by reference therein and the Offering Informationtherein. 4.2 The Investor acknowledges that (a) The Investor understands and acknowledges that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesUnits, or possession or distribution of offering materials in connection with the issue of the Securities in any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing ProspectusSupplement. 4.3 The Investor acknowledges that (a) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Prospectus or any other materials presented to the Investor in connection with the purchase and sale of the Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the such Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and it has not engaged in any transactions involving in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving the Company’s securities). The Each Investor covenants that it will not engage in any transactions involving in the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Each Investor agrees that it will not use any of the Securities Units acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (but shall not be deemed to include as defined in Rule 16a-1(h) under the location and/or reservation borrowable shares of Common StockExchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, to and agrees with, covenants with the Company and the Placement Agent that: 4.1 The Investor (a) The Investor, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to, to investments in securities presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company Company, and investments in comparable companieshas requested, (b) has answered received, reviewed and considered all questions on the Signature Page and information the Investor Questionnaire knows about and deems relevant (including the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (cSEC Documents) in connection with its making an informed decision to purchase the number of Units set forth on the Signature Page, has received and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering InformationShares. (ab) The Investor understands is acquiring the Shares pursuant to this Agreement for its own account for investment only and acknowledges that with no action has been present intention of distributing any of such Shares or will be taken in any jurisdiction outside arrangement or understanding with any other Persons regarding the United States by the Company or the Placement Agent that would permit an offering of the Securities, or possession or distribution of offering materials such Shares, except in connection compliance with the issue of the Securities in any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and Section 5.1(c). (c) The Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information securities purchased hereunder except in connection compliance with the issueSecurities Act, placementapplicable blue sky laws, purchase and sale of the Units, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing Prospectusrules and regulations promulgated thereunder. (ad) The Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or a Qualified Institutional Buyer within the meaning of Rule 144A promulgated under the Securities Act. (e) The Investor has full right, all requisite corporate power, authority and capacity has taken all requisite corporate action, to enter into authorize, execute and deliver this Agreement and each of the other agreements and instruments contemplated herein to which the Investor is a party, to consummate the transactions contemplated hereby herein and has taken therein and to carry out and perform all necessary action to authorize of the execution, Investor’s obligations hereunder and thereunder. Upon the execution and delivery and performance of this Agreement, and (b) this Agreement constitutes shall constitute a valid and binding obligation of the Investor Investor, enforceable against the Investor in accordance with its terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ and contracting parties’ rights generally and (ii) as limited by equitable principles generally, including any specific performance. (f) The Investor is not a broker or dealer registered pursuant to Section 15 of the Exchange Act (a “registered broker dealer”) and is not affiliated with a registered broker dealer. The Investor is not party to any agreement for distribution of any of the Shares. 5.2 The Investor has not, either directly or indirectly through an affiliate, agent or representative of the Company, engaged in any transaction in the securities of the Company other than with respect to the transactions contemplated herein, since the time that the Investor was first contacted by the Company or any other Person regarding the transactions contemplated hereby until the date hereof, except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered set forth in a proceeding in equity or at law) and except as filings made with the Commission pursuant to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation)Exchange Act. 4.4 5.3 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedShares. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. To induce the Corporation to accept this subscription, the Investor represents, warrants and covenants as follows: a) The Investor acknowledgeshas been furnished and has carefully read the Memorandum relating to the offering of the Shares by the Corporation, represents including all the appendices thereto including a form of the Stockholders Agreement. The Investor is not relying upon any other information, representation or warranty by the Corporation or any agent of it in determining to invest in the Corporation. The Investor has consulted to the extent deemed appropriate by the Investor with the Investor’s own advisers as to the financial, tax, legal and warrants related matters concerning an investment in the Shares and on that basis believes that an investment in the Shares is suitable and appropriate for the Investor. b) The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, is able to bear the economic risks and lack of liquidity of an investment in the Shares, is able to bear the risk of loss of its entire investment in the Shares and understands the risks of, and other considerations relating to, and agrees with, the Company and the Placement Agent that: 4.1 The Investor (a) 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 UnitsShares, including the matters set forth under the caption “Risk Factors” in the Memorandum. c) The Investor acknowledges that he/she/it has prior investment experience, including investment in non-listed and non-registered securities (including investments in securities issued limited partnerships), or the Investor has employed the services of an investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company Corporation both to the Investor and investments to all other prospective investors in comparable companies, (b) has answered all questions the Shares and to evaluate the merits and risks of such an investment on the Signature Page Investor’s behalf, and that the Investor recognizes the highly speculative nature of this investment. d) The Investor acknowledges receipt and careful review of the Memorandum and hereby represents that the Investor has been furnished by the Corporation, to the extent commercially reasonable, during the course of this transaction with all information regarding the Corporation which the Investor had requested or desired to know; that all documents which could be reasonably provided have been made available for the Investor’s inspection and review, and that the Investor has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Corporation concerning the terms and conditions of the offering, and any additional information requested. e) The Investor understands that the Shares have not been registered under the Securities Act, the securities laws of any state thereof or the securities laws of any other jurisdiction, nor is such registration contemplated. The Investor understands and agrees further that the Shares must be held indefinitely and may be transferred only in accordance with the restrictions set forth in a legend substantially in the form set forth below which will be placed on the certificate or certificates evidencing the Shares issued to the Investor at the Closing: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT, DATED EFFECTIVE AS OF [________________], A COPY OF WHICH IS AVAILABLE FOR EXAMINATION AT THE PRINCIPAL OFFICES OF FIVE STAR BANCORP, AND MAY NOT BE OFFERED, SOLD TRANSFERRED, HYPOTHECATED, PLEDGED, GIVEN OR OTHERWISE DISPOSED OF EXCEPT IN STRICT AND FULL ACCORDANCE WITH THE TERMS OF SUCH AGREEMENT. f) The Investor is purchasing the Shares for the Investor’s own account, with the intention of holding the Shares for investment and with no present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of the Shares. The Shares to be acquired hereunder are being acquired by the Investor for investment purposes only and not with a view to resale or distribution. g) To the full satisfaction of the Investor, the Investor has been furnished any materials the Investor has requested relating to the Corporation, the offering of the Shares or any statement made in the Memorandum, and the Investor Questionnaire has been afforded the opportunity to ask questions of representatives of the Corporation concerning the Corporation and the terms and conditions of the offering, and to obtain any additional information necessary to verify the accuracy of the information set forth in the Memorandum and other information provided by the Corporation. h) The attached Investor Questionnaire that the Investor has completed and all of the statements, answers thereto and information therein are true and correct as of the date hereof and will be true and correct as of the Closing Date date of the Closing. The Investor Questionnaire is incorporated herein by this reference. i) The foregoing representations, warranties, and (c) in connection with its decision to purchase covenants and all other information which the number of Units set forth on Investor has provided concerning the Signature Page, has received and is relying only upon the Disclosure Package Investor and the documents incorporated by reference therein Investor’s financial condition are true and accurate as of the Offering Informationdate hereof. The Investor agrees to immediately notify the Corporation if any information, representations, warranties, and covenants of the Investor contained in this Subscription Agreement, including the Investor Questionnaire, becomes untrue prior to the Closing. (aj) The Investor understands and acknowledges that no action has been (excluding an Investor who is a director or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering officer of the Securities, or possession or distribution of offering materials in connection with the issue of the Securities in any jurisdiction outside the United States where action for Corporation) hereby represents and warrants that purpose is required, (b) if even though the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale a shareholder of the Units, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing Prospectus. (a) The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information or any other materials presented to the Investor in connection with the purchase and sale of the Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the OfferingCorporation, the Investor has not disclosed no plan, agreement, arrangement or understanding with the Corporation or any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities shareholder of the Company (includingCorporation regarding acquiring, without limitationholding, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities voting or disposing of common stock of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock)Corporation. 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. The Investor acknowledgesundersigned investor acknowledges that the Securities are being offered and sold without registration under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and in Rule 506(b) of Regulation D promulgated thereunder and that the availability of such exemption is based in material respects upon the truth of the following representations. With the foregoing in mind and to induce the Company to accept this subscription, the undersigned hereby represents and warrants toto the Company, and agrees witheach other person that subscribes for the Securities, the Company Company’s legal counsel and the Placement Agent that: 4.1 The Investor (a) 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 each agent of the Units, including investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) in connection with its decision to purchase the number of Units set forth on the Signature Page, has received and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information.follows: (a) The Investor understands the undersigned has received and acknowledges reviewed all information that no action he, she or it considers necessary or appropriate for deciding whether to purchase the Securities, including, without limitation, the registration statements of the Company and exhibits thereto filed with the Securities and Exchange Commission and the of the Company filed with the Securities and Exchange Commission and effective on November 23, 2020 ( collectively, the “SEC Documents”); the undersigned (and/or his, her or its professional advisor, if any) has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Offering and regarding the business, financial condition, properties, operations, prospects and other aspects of the Company and all such questions have been answered to the undersigned’s full satisfaction; and the undersigned has further had the opportunity to obtain all information (to the extent that the Company possesses or will be taken in can acquire such information without unreasonable effort or expense) which the undersigned deems necessary to evaluate the investment and to verify the accuracy of information otherwise provided to the undersigned; (b) the undersigned has not relied on any jurisdiction outside the United States by information or representations with respect to the Company or the Placement Agent that would permit an offering Offering of the Securities, other than as expressly set forth herein or possession as set forth in the SEC Documents; the undersigned understands that no person has been authorized to give any information or distribution of offering materials in connection with the issue of the Securities in to make any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and representations other than those expressly contained herein; (c) the Placement Agent undersigned is not authorized an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act; and the undersigned agrees to make furnish any additional information requested to assure compliance with applicable federal and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing Prospectus. (a) The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information or any other materials presented to the Investor State Securities Laws in connection with the purchase and sale of the Units constitutes legalSecurities; (d) the undersigned represents that he, tax she or investment advice. The Investor it has consulted such legalwith his, her or its own tax, investment and legal advisors with respect to the federal, state, local and foreign tax and investment advisors and made such investigation as itconsequences arising from his, in her or its sole discretionpurchase of the Securities to the extent the undersigned has determined it necessary to protect his, has deemed necessary her or appropriate its own interest in connection with its purchase of Units. The Investor also understands that there is no established public trading market a subscription for the Warrants being offered Securities in view of the undersigned’s prior financial experience and present financial condition, and has relied on his, her or its own analysis and investigation and that of the undersigned’s advisors in determining whether to invest in the Offering, Securities; (e) the undersigned recognizes that an investment in the Securities involves a high degree of risk and no assurance or guarantee has or can be given that an investor in the Company does will receive a return of his, her or its capital or realize a profit on such investor’s investment; (f) the undersigned has made equity investments in micro-cap companies or is experienced in business matters and regards himself, herself or itself as a sophisticated investor able to evaluate investment and financial information or chose independent professional advisors who are unaffiliated with, have no equity interest in and are not expect such a market to develop. In addition, compensated by the Company does not intend to apply for listing the Warrants on or any securities exchange. Without an active market, the liquidity affiliate of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, to assist in such evaluation and, either alone or with such advisers, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of an investment in the Securities and has the capacity to protect the undersigned’s own interests in connection with the undersigned’s proposed investment in the Securities; (g) the undersigned has determined that he, she or it can afford to bear the risk of the investment in the Securities, including loss of the entire investment in the Company and he, she or it will not experience personal hardship if such a loss occurs; (h) the undersigned has all requisite power and capacity (if the undersigned is an individual) or authority (if the undersigned is an entity) to enter into this Subscription Agreement and to perform all the obligations required to be performed by the undersigned hereunder; (i) the undersigned is purchasing the Securities solely for his, her or its own account for investment (not for the account of any third party other person), and not with a view to, or for, any resale, distribution, fractionalization, or other transfer thereof, and the undersigned has no present plans to acquireenter into any contract, undertaking, agreement, or arrangement for any such resale, distribution, fractionalization, or transfer; (j) the undersigned acknowledges that neither the Company nor any other person offered to sell the Securities to him, her or it by means of any form of general advertising, such as media advertising or seminars; (k) the undersigned is aware and understands that no federal or state agency has made any recommendation or endorsement of the Securities as an investment, nor has any such governmental agency reviewed or passed upon the adequacy of information disclosed to the undersigned, and the Securities are being issued without registration under the Securities Act; (l) the undersigned understands that the Securities have not been, and the undersigned has no rights to require that they be, registered or qualified under the Securities Act; that there is not now any public market for the Securities and none is anticipated; that the Securities will not be readily accepted as collateral for a loan; and that it may be extremely difficult to sell the Securities in the event of a financial emergency; as a consequence, the undersigned understands that he, she or it must bear the economic risks of the investment in the Securities for an indefinite period of time; (m) the undersigned has been advised and understands that all certificates evidencing ownership of the Securities will bear a legend in substantially the form set forth in Section 11; (n) the undersigned agrees: (i) that he, she or it will not sell, transferassign, pledge, give, transfer or otherwise dispose of (collectively, a “Transfer”) the Securities, or distribute any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to an offering registered under the Securities Act and all applicable State Securities Laws or pursuant to an opinion of counsel satisfactory to the Company that such registration is not required; (ii) that any Transfer of the Securities shall be subject to the applicable terms of the Company’s Articles of Incorporation and bylaws; and (iii) that the Company and any transfer agent for the Securities shall not be required to give effect to any purported Transfer of such Securities except upon compliance with the foregoing restrictions; (o) the undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon the Offering at any time prior to the completion of the Offering and to return the previously paid subscription price of the Securities, without interest thereon, to the undersigned; (p) the undersigned understands that, unless he, she or it notifies the Company in writing to the contrary at or before the Closing, all the undersigned’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned; (q) The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth and the undersigned’s investment in the Company will not cause such overall commitment to become disproportionate to the undersigned’s net worth. The address set forth on the signature page below is the undersigned’s true and correct residence (or, if not an individual, domiciliary) address; (r) The undersigned is not relying on the Company with respect to the economic considerations of the undersigned relating to this investment. (s) The undersigned acknowledges that the information furnished by the Company to the undersigned or its advisors in connection with this Offering, except for the SEC Documents, is confidential and nonpublic and agrees that all such information that is material and not yet publicly disseminated by the Company shall be kept in confidence by the undersigned and neither used by the undersigned for the undersigned’s personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except the undersigned’s legal and other advisors who shall be advised of the confidential nature of such information, for any reason; provided, that this obligation shall not apply to any such information that (A) is part of the public knowledge or literature and readily accessible by the public as of the date hereof, (B) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (C) is received from third parties (except for third parties who disclose such information in violation of any confidentiality obligation); (t) The undersigned has completed and returned to the Company a Purchaser Questionnaire, in the form attached hereto. The information provided by the undersigned in the Purchaser Questionnaire is true and correct and the undersigned understands that the Company is relying upon such information in connection with the purchase of the Securities by the undersigned. Furthermore, if the undersigned has used a representative or representatives (each, a “Purchaser Representative”) acceptable to the Company in connection with the undersigned’s evaluation of an investment in the Securities, each such Purchaser Representative has completed and returned to the Company a Purchaser Representative Questionnaire, in the form available from the Company upon request; (u) The undersigned further certifies that the information contained in the accompanying Purchaser Questionnaire is true and correct. The undersigned further certifies that it is NOT subject to backup withholding because either (1) it is exempt from backup withholding, (2) it has not been notified by the Internal Revenue Service (“IRS”) that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (3) the IRS has notified it that it is no longer subject to backup withholding. The undersigned understands that these certifications, which are made under penalty of perjury, may be disclosed to the IRS by the Company and that any false statements contained in this paragraph could be punished by fine and imprisonment; (v) The undersigned represents that neither it nor, to its knowledge, any person or entity controlling, controlled by or under common control with the undersigned nor any person or entity having a beneficial interest in the undersigned nor any other person or entity on whose behalf the undersigned is acting (1) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), (2) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC), (3) is a non-U.S. shell bank or is providing banking services indirectly to a non-U.S. shell bank, (4) is a senior non-U.S. political figure or an immediate family member or close associate of such figure, or (5) is otherwise prohibited from investing in the Company pursuant to applicable U.S. anti-money laundering, antiterrorist and asset control laws, regulations, rules or orders (categories (1) through (5) collectively, a “Prohibited Investor”). The undersigned agrees to provide the Company, promptly upon request, all information that the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, antiterrorist and asset control laws, regulations, rules and orders. The undersigned consents to the disclosure to U.S. regulators and law enforcement authorities by the Company and its affiliates and agents of such information about the undersigned as the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, antiterrorist and asset control laws, regulations, rules and orders. If the undersigned is a financial institution that is subject to the PATRIOT Act, Public Law No. 107-56 (Oct. 26, 2001) (the “Patriot Act”), the undersigned represents that the undersigned has met all of its respective obligations under the Patriot Act. The undersigned acknowledges that if, following the investment in the Company by the undersigned, the Company reasonably believes that the undersigned is a Prohibited Investor or is otherwise engaged in suspicious activity or refuses to provide promptly information that the Company requests, the Company has the right or may be obligated to prohibit additional investments, segregate the assets constituting the investment in accordance with applicable regulations or immediately require the undersigned to transfer the Shares. The undersigned further acknowledges that the undersigned will not have any claim against the Company or any of its affiliates or agents for any form of damages as a result of any of the foregoing actions; and (w) The foregoing representations, warranties and agreements, together with all other representations and warranties made or given by the undersigned to the Company in any other written statement or document delivered in connection with the transactions contemplated hereby, shall be true and correct in all respects on and as of the date of the Closing as if made on and as of such date and shall survive such date.

Representations, Warranties and Covenants of the Investor. 4.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, to investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (bii) the Investor is acquiring the number of Shares set forth in Section 2 of the Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page and the Investor Questionnaire attached hereto as Exhibit A (the "Investor Questionnaire") for use in preparation of the Registration Statement and the answers thereto are true true, correct and correct complete as of the date hereof and will be true true, correct and correct complete as of the Closing Date Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (cvi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth on in Section 2 of the Signature PageStock Purchase Agreement, has received and is relying relied only upon the Disclosure Package Exchange Act Documents and the documents incorporated by reference therein representations and warranties of the Offering Information. (a) Company contained herein. The Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor's investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and acknowledges the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares for any period of time. The Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects. 4.2 The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Securities Shares, in any jurisdiction outside the United States where legal action by the Company for that purpose is required, (b) if . 4.3 The Investor hereby covenants with the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is Company not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsShares without complying with the provisions of this Agreement and without complying with any prospectus delivery requirement then applicable to it, and the Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except in accordance therewith. The Investor acknowledges that there may occasionally be times when the Company determines that it must suspend the use of the Prospectus forming a part of the Registration Statement, as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing ProspectusSection 6.2(c). 4.4 The Investor further represents and warrants to, and covenants with, the Company that (ai) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability indemnification agreements of any rights to indemnification or contribution that the Investor herein may be violative legally unenforceable. 4.5 Neither the Investor nor any person acting on its behalf or at its direction has engaged in any purchase or sale of Common Stock (including without limitation any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act) during the 20 trading days immediately preceding the date of this Agreement or otherwise has engaged or will engage, directly or indirectly, in any action designed to, or which might be reasonably expected to, cause or result in any manipulation of the public policy underlying price of the Common Stock. The Investor will not use any law, rule or regulation (including of the restricted Shares acquired pursuant to this Agreement to cover any short position in the Common Stock of the Company if doing so would be in violation of applicable securities laws and otherwise will comply with federal or state securities law, rule or regulation)laws in the holding and sale of the Shares. 4.4 4.6 The Investor understands that nothing in the Exchange Act Documents, this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. Shares. 4.7 The Company acknowledges and agrees that Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor make or has not disclosed made any information regarding the Offering representations or warranties with respect to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by hereby other than those specifically set forth in Sections 4 and 15(a) of this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position Agreement, or in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock)Investor Questionnaire. 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, hereby represents and warrants to, and agrees covenants with, the Company and the Placement Agent that: 4.1 The Investor (a) is knowledgeableAgents, 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 Units, including investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (except to the extent made only as of a specified date in which case as of such specified date), that: (1) The Investor is (a) an “accredited investor” as such term is defined in rule 501 of Regulation D promulgated under the Securities Act, (b) aware that the sale of the Shares to it is being made in reliance on a private placement exemption from registration under the Securities Act, (c) acquiring the Shares for its own account or for the account over which it exercises sole investment discretion of a Qualified Institutional Buyer, or QIB, as defined in Rule 144 promulgated under the Securities Act (or an institutional accredited investor) and not with a view to distribution and (d) aware that hedging transactions involving the Company’s securities may not be conducted unless in compliance with the Securities Act. (2) The Investor understands and agrees on behalf of itself and on behalf of any investor account for which it is purchasing Shares that the Shares and the Ordinary Shares issuable upon conversion of the Shares shall not be transferred unless in accordance with the Letter Agreement, that the Shares and the Ordinary Shares issuable upon conversion of the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that the issuance of the Shares and the Ordinary Shares issuable upon conversion of the Shares have not been and will not be as of the Closing registered under the Securities Act or any other applicable securities laws and that (a) if it decides to offer, resell, pledge or otherwise transfer any of the Shares or the Ordinary Shares issuable upon conversion of the Shares, such Shares and Ordinary Shares may be offered, resold, pledged or otherwise transferred only (i) to a person whom the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, (ii) pursuant to an exemption from the registration requirements of the Securities Act, including the exemption provided by Rule 144 under the Securities Act (if available), (iii) pursuant to an effective registration statement under the Securities Act, or (iv) to the Company, or one of its subsidiaries, in each of cases (i) through (iv) in accordance with any applicable securities laws of any state of the United States, and that (b) the Investor shall notify any subsequent purchaser or potential subsequent purchaser of the Shares and the Ordinary Shares issuable upon conversion of the Shares from it of all transfer restrictions and other matters referred to above in this Section 5.1(2) and will provide the Company and its transfer agent such certificates and other information as they may reasonably require to confirm that any transfer by such Investor of any Shares and the Ordinary Shares issuable upon conversion of the Shares complies with the foregoing restrictions, if applicable. So long as the shares are in uncertificated form and registered directly on the share registry, the transfer agent will not permit transfers of such shares except in compliance with such restrictions. (3) The Investor understands that the Shares will bear a legend in the form specified in the Amended and Restated Memorandum. The Investor understands that the Ordinary Shares issuable upon conversion of the Shares, unless sold in compliance with Rule 144 under the Securities Act or pursuant to the registration statement to be filed pursuant to the Registration Rights Agreement, will, if issued in certificated form, bear a legend substantially to the following effect: (4) The Investor: (a) is 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 Shares; (c) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and (d) acknowledges that it is not acquiring the Shares as a result of any “general solicitation” or “general advertising” (within the meaning of Rule 502(c) under the Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine, on a web site or in or on any similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (5) The Investor acknowledges that (a) it has conducted its own investigation of the Company and the Shares and, in conducting its investigation, it has not relied on the Placement Agents or on any statements or other information provided by the Placement Agents concerning the Company or the terms of this offering, (b) it has had access to the Company’s filings made pursuant to the Exchange Act (the “Exchange Act Filings”) and such financial and other information as it has deemed necessary to make its decision to purchase the Shares, (c) has been offered the opportunity to ask questions of the Company and its auditors and received answers thereto, as it has deemed necessary in connection with its decision to purchase the number of Units set forth on Shares, and (d) it will not hold the Signature PagePlacement Agents responsible for any statements in or omissions from any publicly available information, has received and is relying only upon including the Disclosure Package and the documents incorporated by reference therein and the Offering InformationCompany’s Exchange Act Filings. (a6) The Investor understands that the Company, the Placement Agents and others will rely upon the truth and accuracy of the representations, acknowledgements and agreements contained herein and agrees that if any of the representations and acknowledgements deemed to have been made by it by its purchase of the Shares is no longer accurate, the Investor shall promptly notify the Company and the Placement Agents. If the Investor is acquiring Shares as a fiduciary or agent for one or more QIB investor accounts, it represents that it has sole investment discretion with respect to each such account, and it has full power to make the foregoing representations, acknowledgements and agreements on behalf of such account. 5.2. The Investor acknowledges that the Placement Agents and their respective directors, officers, employees, representatives and controlling persons have no responsibility for making any independent investigation of the information provided as part of the due diligence process and make no representation or warranty to the Investor, express or implied, with respect to the Company or the Shares or the accuracy, completeness or adequacy of the information provided or any publicly available information, nor shall any of the foregoing persons be liable for any loss or damages of any kind resulting from the use of the information contained therein or otherwise supplied to the Investor. 5.3. The Investor acknowledges that no action has been or will be as of the Closing taken in any jurisdiction outside the United States by the Company or the Placement Agent Agents that would permit an offering of the SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Securities Shares (including any filing of a registration statement), in any jurisdiction outside the United States where action for that purpose is required, (b) if the . The Investor 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 Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense and (c) expense. Neither the Placement Agent is not authorized Investor nor any other person acting on its behalf will, directly or indirectly, offer or sell any securities of the same or similar classes as the Shares, or take any other action, so as to make and has not made any representation, disclosure or use of any information in connection with cause the issue, placement, purchase offer and sale of the Units, except as set forth or incorporated by reference in Shares to fail to be entitled to an exemption from the Base Prospectus or registration requirements of the Prospectus Supplement or any Issuer Free Writing ProspectusSecurities Act. (a) 5.4. The Investor has full right, power, authority and capacity to enter into this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby and has taken all necessary action to authorize the execution, delivery and performance of this AgreementAgreement and the Ancillary Agreements. This Agreement has been, and at Closing, the Ancillary Agreements will be, duly and validly executed and delivered by the Investor and, assuming the due authorization, execution and delivery by the Investor, this Agreement constitutes, and (bas of the Closing) this Agreement constitutes each of the Ancillary Agreements will constitute, a valid valid, binding, and binding enforceable obligation of the Investor enforceable against the Investor in accordance with its termsInvestor, except as the enforceability of the Agreement or the Ancillary Agreements may be subject to or limited by applicable bankruptcy, insolvency, reorganization, moratorium or arrangement, moratorium, other similar laws relating to or affecting creditors’ the rights of creditors generally. 5.5. The entry into and contracting parties’ rights generally performance of this Agreement and except as enforceability may be subject to general principles the Ancillary Agreements by the Investor and the consummation by the Investor of equity the transactions contemplated hereby and thereby will not (regardless of whether such enforceability is considered i) result in a proceeding in equity violation of the organizational documents of the Investor, (ii) conflict with, or at law) and except as constitute a default under, or give to the enforceability of others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to indemnification which the Investor is a party, or contribution that may be violative (iii) result in the violation of the public policy underlying any law, rule rule, regulation, order, judgment or regulation decree (including any federal or and state securities lawlaws) applicable to the Investor, rule except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or regulation)violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Investor to perform its obligations hereunder. 4.4 5.6. The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Unitsthe Shares and has made its own assessment and has satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Shares. 5.7. The Investor also understands represents and warrants that there is no established public trading market for it has all consents, approvals, orders, authorizations, filings in relation to any governmental entity necessary to purchase the Warrants being offered Accepted Shares in accordance with the Offeringterms of this Agreement. 5.8. The Investor covenants to hold confidential, and that the Company does not expect such a market disclose to develop. In additionany third party, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted Agreement or any written or oral advice rendered by either Placement Agent in connection with the Placement Agent Agreement or the Offering without the prior written consent of the Placement Agents and the Company, except that the Investor about may disclose such information (i) to its financial advisors, tax advisors, accountants, attorneys, agents and other representatives, provided that such persons agree to hold confidential such information substantially in accordance with the Offeringterms of this Section 5.8 or (ii) as may be required pursuant to a subpoena, order of request issued by a court of competent jurisdiction or by a judicial, administrative, legislative or regulatory body (provided that the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of shall promptly notify the Company (including, without limitation, and the Placement Agents of any Short Sales involving the Company’s securitiessuch disclosure). The Investor covenants further agrees that it will not engage in any transactions involving the securities none of the Company (including Short Sales) or disclose any information about the Offering (other than to Investor and its legalfinancial advisors, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereoftax advisors, “Short Sales” includeaccountants, without limitationattorneys, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum agents or other specific term and reserves the right representatives shall be entitled to resell or otherwise dispose of the Securities at rely on any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securitiessuch advice provided by either Placement Agent.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants tothat it has access to the Company’s base prospectus dated February 13, 2009 and agrees withthe Issuer Free Writing Prospectus dated February 13, 2009, relating to the Offering, (collectively, the Company and the Placement Agent that: 4.1 The Investor (a) 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 Units, including investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) in connection with its decision to purchase the number of Units set forth on the Signature Page, has received and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information“Prospectus”). (a) 5.2 The Investor understands and acknowledges that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesInvestor, or possession or distribution of offering materials in connection with the issue of the Securities in any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense expense. 5.3 The Investor further represents and warrants to, and covenants with, the Company that (ci) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing Prospectus. (a) The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 5.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Securities constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for Securities. 5.5 From and after obtaining the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity knowledge of the Warrants will be limited. 4.5 Since sale of the date on which the Placement Agent first contacted the Investor about the OfferingSecurities contemplated hereby, the such Investor has not disclosed any information regarding taken, and prior to the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities public announcement of the Company transaction such Investor shall not take, any action that has caused or will cause such Investor to have, directly or indirectly, sold or agreed to sell any Common Stock, effected any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the Securities Exchange Act) with respect to the Common Stock, granted any other right (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Salesput or call option) or disclose any information about the Offering (other than with respect to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation or with respect to any security that includes, relates to or derived any significant part of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under its value from the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee whether or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understandingnot, directly or indirectly, with any third party in order to acquire, sell, transfer, or distribute any of hedge it position on the SecuritiesShares.

Representations, Warranties and Covenants of the Investor. (a) The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended (the "Securities Act") and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, to investments in securities presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities; (bii) the Investor is acquiring the shares of Series B Preferred Stock set forth on the signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of the Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page and signature page hereto for use in preparation for the Investor Questionnaire Registration Statement (referred to below) and the answers thereto are true and correct as to the best of the date hereof and will be true and correct Investors knowledge as of the Closing Date Date; and (cv) the Investor will notify the Company immediately of any change in connection with any of such information until such time as the Investor has sold all of its decision Securities or until the Company is no longer required to purchase keep the number of Units set forth on the Signature Page, has received and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering InformationRegistration Statement effective. (ab) The Investor understands and acknowledges that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of the Securities Securities, in any jurisdiction outside the United States where action for that purpose is required, (b) if the . The Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and expense. (c) The Investor hereby covenants with the Placement Agent is Company not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference in Securities without complying with the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing Prospectus. (a) The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance provisions of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information or any other materials presented to the Investor in connection with the purchase and sale of the Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, hereby represents and warrants to, to and agrees with, covenants with the Company and the Placement Agent thatCorporation as follows: 4.1 The Investor (a) 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 Units, including investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) in connection with its decision to purchase the number of Units set forth on the Signature Page, has received and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information. (a) The Investor understands and acknowledges recognizes that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of the Securities in any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference investment in the Base Prospectus or Corporation involves a high degree of risk. The Investor further recognizes that the Prospectus Supplement or any Issuer Free Writing ProspectusCorporation has a very limited financial and operating history. (ab) The Investor has full right, power, authority been advised that (i) there will be no market for investment made in the Corporation and capacity (ii) it may not be possible to enter into readily liquidate this Agreement investment. (c) The Investor's overall commitment to investments which are not readily marketable is not disproportionate to its net worth; its investment in the Corporation will not cause such overall commitment to become excessive; and it can afford to consummate bear the transactions contemplated hereby loss of its entire investment. (d) The Investor has adequate means of providing for its current needs and personal contingencies and has taken all necessary action to authorize no need for liquidity in its investment in the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation)Corporation. 4.4 (e) The Investor understands that nothing satisfies any special suitability or other applicable requirements of its state or other jurisdiction of residence and/or the state or other jurisdiction in this Agreement, which the Prospectus, transaction occurs. (f) The Investor has received and reviewed carefully the Disclosure Package, the Offering Information or any other materials presented Term Sheet provided to the Investor and all attachments thereto. Except as set forth in connection with the purchase Term Sheet, no representations or warranties have been made to the Investor by the Corporation or any agent, officer, employee or affiliate, and sale in entering into this transaction the Investor is not relying upon any information other than that contained in such documents and the results of the Units constitutes legal, tax or investment advice. its own independent investigation. (g) The Investor has consulted such legal, tax knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. the Corporation. (h) The Investor also understands confirms that there is no established public trading market for the Warrants being offered all documents, records, and books pertaining to its proposed investment in the Offering, Corporation which it requested to be made available to it have been made so available. (i) The Investor has had an opportunity to ask questions of and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity receive answers from officers or representatives of the Warrants will be limited. 4.5 Since Corporation concerning the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.terms and

Representations, Warranties and Covenants of the Investor. The Investor acknowledges5.1 Each Investor, severally and not jointly, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to, to investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsPreferred Stock, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Preferred Stock; (bii) the Investor is acquiring the Preferred Stock set forth in Annex I to the Agreement in the ordinary course of business and for its own account for investment only and with no present intention of distributing any of such Preferred Stock or the Securities or any arrangement or understanding with any other persons regarding the distribution of such Preferred Stock or the Securities, except in accordance with applicable securities law; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Preferred Stock or the Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on in the Signature Page and the Investor Questionnaire Agreement and the answers thereto are true true, correct and correct complete in all material respects as of the date hereof and will be true true, correct and correct complete in all material respects as of the Closing Date date of each Closing; and (cv) the Investor has, in connection with its decision to purchase the number of Units Preferred Stock set forth on in Annex I to the Signature PageAgreement, has received and is relying relied only upon the Disclosure Package Exchange Act Documents (which are incorporated herein by reference and which Investor acknowledges it has reviewed), the representations and warranties of the Company contained herein and the documents incorporated by reference therein Disclosure Schedules. Each Investor understands its acquisition of the Preferred Stock has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Investor understands the Preferred Stock purchased hereunder must be held indefinitely unless there is an effective Registration Statement under the Securities Act with respect to the Preferred Stock or an exemption from registration available under the Securities Act and applicable state securities laws, and the Offering InformationInvestor is able to bear the economic risk of an investment in the Preferred Stock. (a) The Investor understands 5.2 Each Investor, severally and acknowledges not jointly, acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesPreferred Stock, or possession or distribution of offering materials in connection with the issue of the Securities Preferred Stock, in any jurisdiction outside the United States where legal action by the Company for that purpose is required. 5.3 Each Investor, (b) if severally and not jointly, hereby covenants with the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is Company not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference in the Base Prospectus Preferred Stock or the Prospectus Supplement or Common Stock underlying the Preferred Stock without complying with the provisions of this Agreement and all securities laws, and the Investor acknowledges that the certificates evidencing the Preferred Stock and the Common Stock underlying the Preferred Stock will be imprinted with a legend that prohibits their transfer except in accordance therewith. Upon the earlier of (i) a registration statement covering the Common Stock underlying the Preferred Stock becoming effective and (ii) Rule 144 becoming available, the Investors shall be entitled to exchange their certificates representing the Common Stock for certificates that do not contain any Issuer Free Writing Prospectusrestrictive legend. 5.4 Each Investor, severally and not jointly, further represents and warrants to, and covenants with, the Company that (ai) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, (ii) the execution and delivery of this Agreement, the purchase of the Preferred Stock under the Agreement, the fulfillment of the terms of the Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a violation of, or default (with the passage of time or otherwise) under the charter, bylaws or other organizational documents of the Investor, and (biii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability indemnification agreements of any rights to indemnification or contribution that the Investors herein may be violative legally unenforceable. 5.5 Investor will not use any of the public policy restricted Preferred Stock or underlying Common Stock acquired pursuant to this Agreement to cover any law, rule or regulation (including any federal or state short position in the Common Stock of the Company if doing so would be in violation of applicable securities law, rule or regulation)laws. 4.4 The 5.6 Each Investor understands that nothing in the Exchange Act Documents, this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor Investors in connection with the purchase and sale of the Units Preferred Stock constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered Preferred Stock. 5.7 Except as disclosed in the Offering, and that the Company does not expect such a market to develop. In additionDisclosure Schedule, the Company does Investors have not intend to apply for listing the Warrants on dealt with any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged broker or finder in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that connection with the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will the Agreement, and the Investors have not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereofincurred, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but and shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understandingincur, directly or indirectly, any liability for any brokerage or finders’ fees or agents commissions or any similar charges in connection with the transactions contemplated by the Agreement. 5.8 Investor is not purchasing the Preferred Stock as a result of any third party advertisement, article, notice or other communication regarding the Preferred Stock published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. 5.9 Each Investor has independently evaluated the merits of its decision to acquirepurchase Preferred Stock, sell, transfer, or distribute any such decision has been independently made by such Investor and such Investor confirms that it has only relied on the advice of its own business and/or legal counsel and not on the advice of the SecuritiesCompany’s or any other Investor’s business and/or legal counsel in making such decision.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (bii) the Investor is acquiring the number of Shares set forth on the signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares and no arrangement or understanding exists with any other person regarding the distribution of such Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page and signature page hereto for use in preparation of the Investor Questionnaire Registration Statement (as defined in Section 7.1) and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (cvi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth on the Signature Pagesignature page hereto, has received and is relying relied only upon the Disclosure Package Offering Materials and the documents incorporated by reference therein representations and warranties of the Offering InformationCompany contained herein. Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire attached as Exhibit A hereto, which questionnaire is true and correct in all material respects. (a) 5.2 The Investor understands acknowledges, represents and acknowledges agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Securities Shares, in any jurisdiction outside the United States where action for that purpose is required, (b) if . 5.3 The Investor hereby covenants with the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is Company not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsShares without complying with the provisions of this Agreement, including Section 7.2 hereof, and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except as set forth or incorporated by reference in accordance therewith. The Investor acknowledges that there may occasionally be times when the Base Prospectus or Company, based on the advice of its counsel, determines that it must suspend the use of the Prospectus Supplement forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the SEC or any Issuer Free Writing until the Company has amended or supplemented such Prospectus. 5.4 The Investor further represents and warrants to, and covenants with, the Company that (ai) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that indemnity may be violative of the limited by state or federal securities laws or public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation)such laws. 4.4 5.5 Investor will not, prior to the effectiveness of the Registration Statement, sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to (collectively, a "Disposition"), the Shares if doing so would be in violation of applicable securities laws, nor will Investor engage in any hedging or other transaction which is designed to or could reasonably be expected to lead to or result in a Disposition of the Shares by the Investor or any other person or entity. Such prohibited hedging or other transactions would include, without limitation, effecting any short sale or having in effect any short position (whether or not such sale or position is against the box and regardless of when such position was entered into) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to the Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Shares. 5.6 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedShares. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, hereby represents and warrants to, to and agrees with, covenants with the Company and the Placement Agent thatCorporation as follows: 4.1 The Investor (a) 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 Units, including investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) in connection with its decision to purchase the number of Units set forth on the Signature Page, has received and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information. (a) The Investor understands and acknowledges recognizes that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of the Securities in any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference investment in the Base Prospectus or Corporation involves a high degree of risk. The Investor further recognizes that the Prospectus Supplement or any Issuer Free Writing ProspectusCorporation has a very limited financial and operating history. (ab) The Investor has full right, power, authority been advised that (i) there will be no market for investment made in the Corporation and capacity (ii) it may not be possible to enter into readily liquidate this Agreement investment. (c) The Investor's overall commitment to investments which are not readily marketable is not disproportionate to its net worth; its investment in the Corporation will not cause such overall commitment to become excessive; and it can afford to consummate bear the transactions contemplated hereby loss of its entire investment. (d) The Investor has adequate means of providing for its current needs and personal contingencies and has taken all necessary action to authorize no need for liquidity in its investment in the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation)Corporation. 4.4 (e) The Investor understands that nothing satisfies any special suitability or other applicable requirements of its state or other jurisdiction of residence and/or the state or other jurisdiction in this Agreement, which the Prospectus, transaction occurs. (f) The Investor has received and reviewed carefully the Disclosure Package, the Offering Information or any other materials presented Term Sheet provided to the Investor and all attachments thereto. Except as set forth in connection with the purchase Term Sheet, no representations or warranties have been made to the Investor by the Corporation or any agent, officer, employee or affiliate, and sale in entering into this transaction the Investor is not relying upon any information other than that contained in such documents and the results of the Units constitutes legal, tax or investment advice. its own independent investigation. (g) The Investor has consulted such legal, tax knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. the Corporation. (h) The Investor also understands confirms that there is no established public trading market for the Warrants being offered all documents, records, and books pertaining to its proposed investment in the OfferingCorporation which it requested to be made available to it have been made so available. (i) The Investor has had an opportunity to ask questions of and receive answers from officers or representatives of the Corporation concerning the terms and conditions of this investment, and that all such questions have been answered to its full satisfaction. (j) The Investment for which the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants Investor hereby subscribes will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, account for investment and not as a nominee or agent; provided, however, that by making with the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.view toward resale or

Representations, Warranties and Covenants of the Investor. 4.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company and the Placement Agent that: 4.1 The Investor that (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsSecurities (including the Warrant Shares), including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities (including the Warrant Shares), (b) the Investor has answered all questions on the Signature Page and the Investor Questionnaire attached as Exhibit A hereto for use in preparation of the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) the Investor, in connection with its decision to purchase the number of Units Securities set forth on the Signature Page, has received and is relying relied only upon any or all of the following: the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Company’s regular reports on Forms 10-K, 10-Q and 8-K as filed by the Company with the Commission, the Disclosure Package (as defined in the Agency Agreement) provided to the Investor and the documents incorporated by reference therein representations and warranties of the Company contained herein and in the Agency Agreement and the Offering InformationInvestor has not relied on any other information, if any, provided by the Placement Agents to the Investor. (a) 4.2 The Investor understands acknowledges, represents and acknowledges agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the any Placement Agent that would permit an offering of the SecuritiesSecurities (including the Warrant Shares), or possession or distribution of offering materials in connection with the issue of the Securities (including the Warrant Shares) in any jurisdiction outside the United States where action for that purpose is required, (b) if the . Each Investor is outside the United States, it States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities (including the Warrant Shares) or has in its possession or distributes any offering material, in all cases at its own expense and (c) the expense. The Placement Agent is Agents are not authorized to make and has not made any representation, disclosure representation or use of any information in connection with the issue, placement, purchase and sale of the UnitsSecurities (including the Warrant Shares), except as set forth or incorporated by reference in the Registration Statement, the Base Prospectus or Prospectus, the Prospectus Supplement or any Issuer Free Writing Prospectusthe Disclosure Package (as defined in the Agency Agreement). 4.3 The Investor further represents and warrants to, and covenants with, the Company that (a) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability indemnification agreements of any rights to indemnification or contribution that the Investors herein may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation)legally unenforceable. 4.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Securities (including the Warrant Shares) constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for Securities (including the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedWarrant Shares). 4.5 Since the date on which the Company or any Placement Agent first contacted the such Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving the Company’s securities). The Each Investor covenants that it will not engage in any transactions involving in the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Each Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (but shall not be deemed to include as defined in Rule 16a-1(h) under the location and/or reservation borrowable shares of Common StockExchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. 4.6 The Investor is acquiring hereby acknowledges that (a) the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any price of the Securities for any minimum or other specific term set forth in this Agreement was established by the Company following discussions and reserves arms-length negotiations with the right to resell or otherwise dispose Investors, and the Investor is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the Securities at transactions contemplated by this Agreement; (b) the Placement Agents are not acting as fiduciaries or advisors of the Company or the Investor and (c) the Company’s engagement of the Placement Agents in connection with the offering and the process leading up to the offering is as independent contractors and not in any time, subject to compliance with applicable federal or state securities laws, rules or regulationsother capacity. The Investor is acquiring agrees that it will not claim that the Securities hereunder in the ordinary course Placement Agents have rendered advisory services of its business and does not presently have any agreement nature or understanding, directly or indirectly, with any third party to acquire, sell, transferrespect, or distribute owe any of fiduciary or similar duty to the SecuritiesInvestors, in connection with such transaction or the process leading thereto.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (bii) the Investor is acquiring the number of Shares set forth on the Signature Page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (cvi) the Investor, in connection with its decision to purchase the number of Units Shares set forth on the Signature Pagesignature page hereto, has received and is relying relied only upon the Disclosure Package Company's SEC Documents and the documents incorporated by reference therein representations and warranties of the Offering InformationCompany contained herein. Investor understands that its acquisition of the Shares has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire attached hereto as Exhibit B, which questionnaire is true and correct in all material respects. (a) 5.2 The Investor understands acknowledges, represents and acknowledges agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Securities Shares, in any jurisdiction outside the United States where action for that purpose is required, (b) if the . Each Investor is outside the United States, it States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense and (c) the expense. The Placement Agent is not authorized to make and has not made any representation, disclosure representation or use of any information in connection with the issue, placement, purchase and sale of the UnitsShares. 5.3 The Investor hereby covenants with the Company not to make any sale of the Shares without complying with the provisions of this Agreement, including Section 7.2 hereof, and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except as set forth or incorporated by reference in accordance therewith. The Investor acknowledges that there may occasionally be times when the Base Prospectus or Company, based on the advice of its counsel, determines that it must suspend the use of the Prospectus Supplement forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the SEC or any Issuer Free Writing until the Company has amended or supplemented such Prospectus. 5.4 The Investor further represents and warrants to, and covenants with, the Company that (ai) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Investors herein may be legally unenforceable. 5.5 Investor will not, prior to the enforceability effectiveness of the Registration Statement, directly or indirectly sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to (collectively, a "Disposition"), the Shares, nor will Investor engage in any hedging or other transaction which is designed to or could reasonably be expected to lead to or result in a Disposition of the Shares by the Investor or any other person or entity. Such prohibited hedging or other transactions would include, without limitation, effecting any short sale or having in effect any short position (whether or not such sale or position is against the box and regardless of when such position was entered into) or any purchase, sale or grant of any rights right (including, without limitation, any put or call option) with respect to indemnification or contribution that may be violative the Common Stock of the public policy underlying Company or with respect to any lawsecurity (other than a broad-based market basket or index) that includes, rule relates to or regulation (including derives any federal or state securities law, rule or regulation)significant part of its value from the Common Stock of the Company. 4.4 5.6 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedShares. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, represents and warrants to, and agrees with, the Company Company, the Selling Stockholders and the Placement Agent Agents that: 4.1 The Investor Investor: (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) in connection with its decision to purchase the number of Units and Selling Stockholder Shares set forth on the Signature Page, has received and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information. (a) The Investor understands and acknowledges that no No action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent Agents that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of the Securities in any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is Agents are not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsSecurities, except as set forth or incorporated by reference in the Base Prospectus Disclosure Package or the Prospectus Supplement Supplements or any Issuer Free Writing Prospectusfree writing prospectus. 4.3 (a) The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 The Investor understands that nothing in this Agreement, the ProspectusProspectuses, the Disclosure Package, the Offering Information or any other materials presented to the Investor in connection with the purchase and sale of the Units Securities constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedSecurities. 4.5 Since the date on which the Placement Agent Agents first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that who are subject to an obligation bound by agreements or duties of confidentiality) and has not engaged in any transactions purchases or sales involving the securities of the Company (including, without limitation, any Short Sales (as defined below) involving the Company’s securities). The Investor covenants that it will not engage in any transactions purchases or sales involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (but shall not be deemed to include as defined in Rule 16a-1(h) under the location and/or reservation borrowable shares of Common StockExchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, represents and warrants to, and agrees with, the Company and the Placement Agent that: 4.1 The Investor (a) 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 UnitsShares and Warrants, including investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) in connection with its decision to purchase the number of Units Shares and Warrants set forth on the Signature Page, has received and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information. 4.2 (a) The Investor understands and acknowledges that no No action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares and Warrants, or possession or distribution of offering materials in connection with the issue of the Securities Shares and Warrants in any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsSecurities, except as set forth or incorporated by reference in the Base Registration Statement, Prospectus or the Prospectus Supplement or any Issuer Free Writing Prospectusfree writing prospectus. (a) The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information or any other materials presented to the Investor in connection with the purchase and sale of the Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of UnitsShares and Warrants. The Investor also understands that there is no established public trading market for the Warrants being offered in the OfferingWarrants, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing of the Warrants on any national securities exchangeexchange or other trading market. Without The Investor understands that without an active trading market, the liquidity of the Warrants will be limited. 4.5 The Investor will maintain the confidentiality of all information acquired as a result of the transactions contemplated hereby prior to the public disclosure of that information by the Company in accordance with Section 13 of this Annex. 4.6 Since the date on time at which the Placement Agent first contacted provided the Investor about material pricing terms of the Offering, the Investor has not disclosed any material pricing information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentialityadvisors) and has not engaged in any transactions involving purchases or sales of the securities of the Company (including, without limitation, any Short Sales (as defined herein) involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving purchases or sales of the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (but shall not be deemed to include as defined in Rule 16a-1(h) under the location and/or reservation borrowable shares of Common StockExchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. 4.1 INVESTOR KNOWLEDGE AND STATUS. The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company and that: (i) the Placement Agent that: 4.1 The Investor (a) is an "accredited investor" as defined in Regulation D under the Securities Act, is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision like similar to that involved in the purchase of the UnitsShares, including investments and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (ii) the Investor understands that the Shares are "restricted securities" and have not been registered under the Securities Act and is acquiring the number of Shares set forth in paragraph 3 of the Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only, has no present intention of distributing any of such Shares and has no arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Investor's right to sell Shares pursuant to the Registration Statement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Investor's right to indemnification under Section 6.3); (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities issued by laws and the Company respective rules and investments in comparable companies, regulations promulgated thereunder; (biv) the Investor has answered all questions on in paragraph 4 of the Signature Page Stock Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (cvi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth on in paragraph 3 of the Signature PageStock Purchase Agreement, has received and is relying relied only upon the Disclosure Package representations and warranties of the Company contained herein and the documents incorporated by reference therein and information contained in the Offering Information. (a) SEC Reports. The Investor understands and acknowledges that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering issuance of the SecuritiesShares to the Investor has not been registered under the Securities Act, or possession registered or distribution of offering materials in connection with the issue of the Securities in qualified under any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing Prospectus. (a) The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 The in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor understands that nothing in this Agreement. No person (including without limitation the Placement Agent) is authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, the Prospectus, the Disclosure Package, the Offering Information or any other materials presented to and the Investor in connection with the purchase and sale of the Units constitutes legal, tax acknowledges that it has not received or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants relied on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedsuch representations. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, represents and warrants to, and agrees with, the Company and the Placement Agent that: 4.1 The Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the Investor Questionnaire attached hereto as Exhibit A and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and Date, (c) in connection with its decision to purchase the number of Units Shares set forth on the Signature Page, has received and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering InformationInformation and (d) is either an “accredited investor” as defined in Rule 501(a) under the Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Act. 4.2 (a) The Investor understands and acknowledges that no No action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Securities Shares, in any jurisdiction outside the United States where action for that purpose is required, required and (b) if the Investor 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 Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing Prospectusexpense. (a) The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedShares. 4.5 Since the date on which the Placement Agent Company first contacted the Investor about the OfferingOffering (the “Initial Date”), the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting tax and other advisors that are subject to an obligation of confidentialityadvisors) and has not engaged in any transactions purchases or sales involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will has not engage engaged in any transactions purchases or sales involving the securities of the Company (including Short Sales) or disclose any information about during the Offering (other than to its legal, accounting period commencing on the Initial Date and other advisors that are subject to an obligation of confidentiality) prior to ending at the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities Shares acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (but shall not be deemed to include as defined in Rule 16a-1(h) under the location and/or reservation borrowable shares of Common StockExchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker-dealers or foreign regulated brokers. 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companiescompanies and has reviewed the Offering Materials; (ii) the Investor is acquiring the Shares in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares, and no arrangement or understanding exists with any other person regarding the distribution of such Shares; (biii) has answered all questions the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, including the prospectus delivery requirements thereunder if applicable, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the information provided by the Investor on the Signature Page and the Investor Questionnaire and the answers thereto are signature page is true and correct as of the date hereof and will be true and correct as of the Closing Date Date; (v) the Investor will notify the Company immediately of any change in any of such information; and (cvi) the Investor has, in connection with its decision to purchase the number of Units set forth on the Signature Page, has received and is relying only Shares relied upon the Disclosure Package representations and warranties of the Company contained herein, the Offering Materials and the legal opinion of counsel to the Company and other documents incorporated delivered by reference therein and or on behalf of the Offering Information. (a) Company at the Closing. The Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor's investment intent as expressed herein. 5.2 The Investor acknowledges and acknowledges agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an a public offering of the SecuritiesShares, or possession or distribution of the Offering Materials or any other offering or publicity materials in connection with relating to the issue of the Securities Shares, in any jurisdiction outside the United States where action for that purpose is required, (b) if . 5.3 The Investor understands that the Shares are "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection the Investor represents that it is outside familiar with SEC Rule 144, as presently in effect, and understands the United Statesresale limitations imposed thereby and by the Securities Act. 5.4 It is understood that the stock certificates for the Shares shall bear a legend in substantially the following form unless and until the resale of the Shares pursuant to an effective Registration Statement or until the Shares may be sold under Rule 144 without restrictions: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, it will comply with all applicable laws OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR, THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. 5.5 The Investor further represents and regulations in each foreign jurisdiction in which it purchaseswarrants to, offersand covenants with, sells or delivers Securities or has in its possession or distributes any offering material, in all cases at its own expense and the Company that (ci) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing Prospectus. (a) The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability indemnification agreement of any rights to indemnification or contribution that the Investor herein may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation)legally unenforceable. 4.4 5.6 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedShares. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (bii) the Investor is acquiring the number of Shares set forth on the Signature Page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (cvi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth on the Signature Pagesignature page hereto, has received and is relying relied only upon the Disclosure Package Company Information provided to the Investor by the Company in contemplation of this offering and the documents incorporated by reference therein representations and warranties of the Offering InformationCompany contained herein. Investor understands that its acquisition of the Shares has not been registered under the Securities Act, or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire attached hereto Exhibit B, which questionnaire is true and correct in all material respects. (a) 5.2 The Investor understands and acknowledges that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Securities Shares, in any jurisdiction outside the United States where action for that purpose is required, (b) if the . Each Investor is outside the United States, it States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense and (c) the expense. The Placement Agent is not authorized to make and has not made any representation, disclosure representation or use of any information in connection with the issue, placement, purchase and sale of the UnitsShares. 5.3 The Investor hereby covenants with the Company not to make any sale of the Shares without complying with the provisions of this Agreement, including Section 7.2 hereof, and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except as set forth or incorporated by reference in accordance therewith. The Investor acknowledges that there may occasionally be times when the Base Prospectus or Company, based on the advice of its counsel, determines that it must suspend the use of the Prospectus Supplement forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the SEC or any Issuer Free Writing until the Company has amended or supplemented such Prospectus. 5.4 The Investor further represents and warrants to, and covenants with, the Company that (ai) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Investors herein may be legally unenforceable. 5.5 Investor will not, prior to the enforceability effectiveness of the Registration Statement, sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to (collectively, a "Disposition"), the Common Stock of the Company, nor will Investor engage in any hedging or other transaction which is designed to or could reasonably be expected to lead to or result in a Disposition of Common Stock of the Company by the Investor or any other person or entity. Such prohibited hedging or other transactions would include, without limitation, effecting any short sale or having in effect any short position (whether or not such sale or position is against the box and regardless of when such position was entered into) or any purchase, sale or grant of any rights right (including, without limitation, any put or call option) with respect to indemnification or contribution that may be violative the Common Stock of the public policy underlying Company or with respect to any lawsecurity (other than a broad-based market basket or index) that includes, rule relates to or regulation (including derives any federal or state securities law, rule or regulation)significant part of its value from the Common Stock of the Company. 4.4 5.6 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedShares. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (bii) the Investor is acquiring the number of Shares set forth on the signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares and no arrangement or understanding exists with any other person regarding the distribution of such Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page and signature page hereto for use in preparation of the Investor Questionnaire Registration Statement (as defined in Section 7.1) and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (cvi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth on the Signature Pagesignature page hereto, has received and is relying relied only upon the Disclosure Package Placement Memorandum and the documents incorporated by reference therein representations and the Offering Information. (a) The Investor understands and acknowledges that no action has been or will be taken in any jurisdiction outside the United States by warranties of the Company or the Placement Agent that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of the Securities in any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing Prospectus. (a) The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 The contained herein. Investor understands that nothing its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in this Agreementreliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the Prospectus, bona fide nature of the Disclosure Package, the Offering Information Investor's investment intent as expressed herein. Investor has completed or any other materials presented caused to be completed and delivered to the Company the Investor in connection with the purchase and sale of the Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation Questionnaire attached as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market Exhibit E to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the OfferingMemorandum, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting which questionnaire is true and other advisors that are subject to an obligation of confidentiality) and has not engaged correct in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock)material respects. 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. (a) The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, to investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, the Warrants and the Warrant Shares (the “Securities”), including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities; (bii) the Investor is acquiring the Securities in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of the Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page and signature page hereto for use in preparation for the Investor Questionnaire Registration Statement (as that term is defined below) and the answers thereto are true and correct as of the date hereof hereof; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares, Warrants and will be true and correct as of Warrant Shares or until the Closing Date Company is no longer required to keep the Registration Statement effective; and (cvi) the Investor has, in connection with its decision to purchase the number of Units set forth on the Signature PageSecurities, has received and is relying relied only upon the Disclosure Package representations and warranties of the documents incorporated by reference therein and the Offering InformationCompany contained herein. (ab) The Investor understands acknowledges, represents and acknowledges agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent any other person or entity that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of the Securities Securities, in any jurisdiction outside the United States where action for that purpose is required, (b) if the . The Investor 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 expense. (c) The Investor hereby covenants with the Placement Agent is Company not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsSecurities without complying with the provisions of this Agreement, except including Section 7.2 hereof, and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The Investor acknowledges that there may occasionally be times when the Company, based on the advice of its counsel, determines that it must suspend the use of the prospectus forming a part of the Registration Statement until such time as set forth an amendment to the Registration Statement has been filed by the Company and declared effective by the Securities and Exchange Commission the (“Commission”) or incorporated by reference in until the Base Prospectus Company has amended or the Prospectus Supplement or any Issuer Free Writing Prospectussupplemented such prospectus. (ad) The Investor further represents and warrants to the Company that (i) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) upon the execution and delivery of this Agreement, this Agreement constitutes shall constitute a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Investors herein may be legally unenforceable. (e) The Investor and its advisors, if any, have been furnished with all materials relating to the enforceability of any rights to indemnification or contribution that may be violative business, finances and operations of the public policy underlying any lawCompany and other information the Investor deemed material to making an informed investment decision regarding its purchase of the Securities, rule which have been requested by the Investor. The Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company and its management. The Investor understands that its investment in the Securities involves a high degree of risk. The Investor is in a position regarding the Company, which, based upon business relationship or regulation economic bargaining power, enabled and enables the Investor to obtain information from the Company in order to evaluate the merits and risks of its investment. The Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. Without limiting the foregoing, the Investor has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Investor’s entire investment. Among other things, the Investor has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s Form 10-K filed with the Commission on April 2, 2018, available on the Commission’s ▇▇▇▇▇ website at ▇▇▇.▇▇▇.▇▇▇. (including any f) The Investor understands that no United States federal or state securities lawgovernmental authority has passed on or made any recommendation or endorsement of the Securities, rule or regulation)the fairness or suitability of the investment in the Securities, nor have such governmental authorities passed upon or endorsed the merits of the offering of the Securities. 4.4 (g) The Investor is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. The Investor represents that it has a business relationship with the Company preceding its decision to purchase the Securities from the Company. (h) The Investor acknowledges that the Warrants are not listed or quoted for trading on any market, exchange or quotation service and agrees that the Company has no obligation to list or quote the Warrants for trading. (i) The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Securities constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, represents represents, warrants and warrants to, and agrees with, the Company and the Placement Agent thatcovenants as follows: 4.1 The Investor (a) 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 Units, including investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) in connection with its decision to purchase the number of Units set forth on the Signature Page, has received and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information. (a) The Investor understands and acknowledges is an accredited investor as that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of term is defined under Regulation D promulgated under the Securities in any jurisdiction outside Act of 1933, as amended (the United States where action for that purpose is required, “Securities Act”); (b) if the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing Prospectus. (a) The Investor has full rightcapacity, power, power and authority and capacity to enter into into, execute, deliver and perform his or her obligations under this Agreement and to consummate make the representations, warranties and covenants contained in this Agreement. The Investor understands that the tax treatment and consequences of the transactions contemplated by the Purchase Agreement and this Agreement and the receipt by the Investor of Restricted Securities are complicated. The Investor is not relying on any statement by or information from FTI or any of its officers, directors, employees, legal counsel, agents, representatives or affiliates as to tax treatment or consequences. (c) As used herein, the term “Restricted Securities” means, collectively, all Shares (or any other equity securities of FTI) that are or may be issued by FTI to the Investor or to Seller for or on behalf of the Investor pursuant to this Agreement and the Purchase Agreement, and the transactions contemplated hereby and has taken all necessary action to authorize thereby, or any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor. Neither the executionSeller nor the Investor shall (i) sell, delivery and performance of this Agreementassign, and (b) this Agreement constitutes a valid and binding obligation transfer, exchange, pledge, encumber or otherwise dispose of, or make any offer or agreement relating to, any of the Investor enforceable against Restricted Securities and/or any option, right or other interest with respect to any Restricted Securities that the Investor may acquire, except for a transfer to the Investor and the other members of Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ their respective Share Consideration Percentage Interest and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawii) and except as to the enforceability of establish any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information “put equivalent position” or any other materials presented to the Investor in connection “call equivalent position” with the purchase and sale of the Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering respect to any third parties Restricted Securities (other than its legal, accounting and other advisors that are subject to an obligation in each case within the meaning of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any Section 16 of the Securities acquired pursuant Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) or otherwise enter into any swap, derivative security, short sale or other transaction or arrangement that transfers to this Agreement another, in whole or in part, any economic consequences of owning any Restricted Securities, whether or not such transaction is to cover any short position be settled by delivery of Restricted Securities, other securities, cash or other consideration (such limitations on dispositions of and relating to Restricted Securities described in the Common Stock if doing so would be preceding clauses (i) and (ii) being referred to hereinafter as the “Restrictions”), until the Restrictions with respect to such Restricted Securities shall have lapsed in violation of applicable securities laws. For purposes accordance with Section 2 hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) either (A) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, to investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares or (bB) the Company has made available to the Investor, prior to the date hereof, the opportunity to ask questions of and receive complete and correct answers from representatives of the Company concerning the terms and conditions of the Shares and to obtain any additional information relating to the financial condition and business of the Company and the Investor, either alone or with Wellington Management Company, LLP as its purchaser representative, has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the investment in the Shares; (ii) the Investor is acquiring the number of Shares set forth in Section 3 of the Stock Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page and the Investor Questionnaire for use in preparation of the Registration Statement and the answers thereto are true true, correct and correct complete as of the date hereof and will be true true, correct and correct complete as of the Closing Date Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (cvi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth on in Section 3 of the Signature PageStock Purchase Agreement, has received and is relying relied only upon the Disclosure Package Exchange Act Documents and the documents incorporated by reference therein representations and warranties of the Offering Information. (a) Company contained herein. The Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor's investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and acknowledges the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares for any period of time. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects. 5.2 The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Securities Shares, in any jurisdiction outside the United States where legal action by the Company for that purpose is required, (b) if the . Each Investor is outside the United States, it States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense and (c) expense. 5.3 The Investor hereby covenants with the Placement Agent is Company not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsShares without complying with the provisions of this Agreement and without causing the prospectus delivery requirement under the Securities Act to be satisfied (whether by delivery of the Prospectus or pursuant to and in compliance with an exemption from such requirement), and the Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except in accordance therewith. The Investor acknowledges that there may occasionally be times when the Company determines that it must suspend the use of the Prospectus forming a part of the Registration Statement, as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing ProspectusSection 7.2(c). 5.4 The Investor further represents and warrants to, and covenants with, the Company that (ai) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability indemnification agreements of any rights to indemnification or contribution that the Investors herein may be violative legally unenforceable. 5.5 Investor will not use any of the public policy underlying restricted Shares acquired pursuant to this Agreement to cover any law, rule or regulation (including any short position in the Common Stock of the Company if doing so would be in violation of applicable securities laws and otherwise will comply with federal or state securities law, rule or regulation)laws in the holding and sale of the Shares. 4.4 5.6 The Investor understands that nothing in the Exchange Act Documents, this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. Shares. 5.7 The Company acknowledges and agrees that Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor make or has not disclosed made any information regarding the Offering representations or warranties with respect to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by hereby other than those specifically set forth in Sections 5 and 16(a) of this Agreement are publicly disclosed. Agreement, or in the Investor Questionnaire. 5.8 The Investor agrees hereby acknowledges that it will not use any of the Securities acquired Shares purchased pursuant to this Agreement are being purchased in full satisfaction of the Investor's pre-emptive rights pursuant to cover any short position in Section 8 of the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, Subscription Agreement between the Investor does not agree to hold any and the Company dated March 26, 2003, in respect of the Securities for any minimum or other specific term Shares sold by the Company pursuant to the Agreements and reserves the hereby waives its notice right pursuant to resell or otherwise dispose such provision in respect of the Securities at any time, subject Shares sold by the Company pursuant to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the SecuritiesAgreements.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company and the Placement Agent that: 4.1 The (i) the Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to, to investments in securities presenting representing an investment decision like that involved in the purchase of the UnitsConvertible Promissory Note, including investments in securities issued by the Company Company, and investments has requested, received, reviewed and understood all information it deems relevant in comparable companies, (b) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) in connection with its making an informed decision to purchase the number Convertible Promissory Note; (ii) it acknowledges that the offering of Units set forth the Convertible Promissory Note pursuant to this Agreement has not been reviewed by the Securities Exchange Commission ("Commission") or any state or other regulatory authority; (iii) the Investor is acquiring the Convertible Promissory Note for its own account and not on behalf of or for the Signature Page, has received and is relying only upon the Disclosure Package benefit of any U.S. person and the documents incorporated by reference therein sale and resale of the Convertible Promissory Note have not been prearranged with any buyer in the United States, and the Offering Information.Investor has no present intention of making any distribution thereof; (aiv) The the Investor understands will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Convertible Promissory Note or the Common Shares underlying such Convertible Promissory Note except in compliance with the Securities Act, the Securities Act Rules and acknowledges that no action Regulations and any applicable state securities or blue sky laws; (v) the Investor has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been or will be taken answered to the full satisfaction of the Investor; (vi) the Investor is not a "U.S. person" within the meaning of Rule 902(o) of Regulation S promulgated under the Securities Act and qualifies as an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act; (vii) the Convertible Promissory Note was not offered to Investor in any jurisdiction outside the United States by and at the Company or the Placement Agent that would permit an offering time of the Securities, or possession or distribution execution of offering materials in connection with the issue this Investment Agreement and of the Securities in any jurisdiction outside the United States where action for that purpose is required, (b) if offer to the Investor is to purchase the Convertible Promissory Note hereunder, the Investor was physically 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and ; (cviii) the Placement Agent is Investor hereby agrees that all offers and sales of the Convertible Promissory Note and the underlying Common Shares prior to the expiration of a period commencing on the Closing and ending six months thereafter (the "Distribution Compliance Period") shall not authorized be made to make U.S. persons or for the account or benefit of U.S. persons and has not shall otherwise be made any representation, disclosure or use of any information in connection compliance with the issueprovisions of Regulation S; and (ix) neither Investor nor any person acting directly or indirectly on its behalf has the intention of entering, placementor will enter during the Distribution Compliance Period into any put option, purchase short position or any hedging transaction or other similar instrument or position with respect to the Common Shares. 5.2 The Investor acknowledges that (i) the Convertible Promissory Note and the underlying Common Shares have not been and are not being registered under the provisions of the Securities Act, and may not be transferred unless the Investor shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the Convertible Promissory Note and the underlying Common Shares to be sold or transferred may be sold or transferred pursuant to Rule 144 or other exemption promulgated under the Securities Act; (ii) any sale of the UnitsShares made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with the terms of said Rule and further, except if said Rule is not applicable, any resale of such Convertible Promissory Note or underlying Common Shares under circumstances in which the seller, or the person through whom the sale is made, may be deemed to be an underwriter, as set forth or incorporated by reference that term is used in the Base Prospectus Securities Act, may require compliance with some other exemption under the Securities Act or the Prospectus Supplement Securities Act Rules and Regulations of the Commission thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Convertible Promissory Note or any Issuer Free Writing Prospectusthe underlying Common Shares under the Securities Act. 5.3 The Investor further represents and warrants to, and covenants with, the Company that (ai) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; (ii) the Investor is duly organized, validly existing and in good standing under the laws of the its jurisdiction of organization; and (biii) upon the execution and delivery of this Agreement, this Agreement constitutes shall constitute a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 5.4 The Investor recognizes that an investment in the Convertible Promissory Note and the underlying Common Shares is speculative and involves a high degree of risk, including a risk of total loss of the Investor's investment. The Investor can bear the economic risk of this investment and can afford a complete loss thereof. 5.5 All of the information provided to the Company or its agents or representatives concerning the Investor's suitability to invest in the Company and the representations and warranties contained herein, are complete, true and correct as of the date hereof. The Investor understands that nothing the Company is relying on the statements contained herein to establish an exemption from registration under U.S. federal and state securities laws. 5.6 The Investor understands and agrees that each certificate or other document evidencing the Convertible Promissory Note and any of the underlying Common Shares shall be endorsed with the legend in substantially the form set forth below, as well as any other legends required by applicable law, and the Investor covenants that the Investor shall not transfer the securities represented by any such certificate without complying with the restrictions on transfer described in the legends endorsed on such certificates: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO REGULATION S, PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (A) THE PROVISIONS OF REGULATION S, (B) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (C) SUCH OTHER EXEMPTIONS FROM SUCH REGISTRATION. HEDGING TRANSACTIONS WITH RESPECT TO SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATIONS IS LEGALLY REQUIRED FOR SUCH TRANSFER. 5.7 The Investor has taken no action which would give rise to any claim by any person for brokerage commission, finder's fees or similar payments by Investor relating to this Agreement or the transactions contemplated hereby. The Company shall have no obligation with respect to such fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this Agreement, the Prospectus, the Disclosure Package, the Offering Information or any other materials presented to the Investor Section that may be due in connection with the purchase and sale of the Units constitutes legal, tax or investment advicetransactions contemplated hereby. The Investor has consulted such legalshall indemnify and hold harmless the Company, tax and investment advisors and made such investigation as itits employees, in its sole discretionofficers, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offeringdirectors, agents, and that partners, and their respective affiliates, from and against all claims, losses, damages, costs (including the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity costs of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting preparation and other advisors that are subject to an obligation of confidentialityattorney's fees) and has not engaged expenses suffered in respect of any transactions involving the securities of the Company (includingsuch claimed or existing fees, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting as and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock)when incurred. 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is knowledgeablehas the knowledge, sophisticated sophistication and experienced in makingexperience necessary to make, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and or investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (bii) has answered all questions the Investor is acquiring the number of Shares set forth on the Signature Page signature page hereto for its own account for investment only and with no present intention of distributing any of such Shares in violation of the Securities Act or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor Questionnaire is the beneficial owner of the Shares purchased pursuant to this Agreement; (v) the Investor has filled in all requested information on the signature page hereto for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date Date; (vi) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (cvii) the Investor has, in connection with its decision to purchase the number of Units Shares set forth on the Signature Pagesignature page hereto, has received and is relying relied only upon the Disclosure Package confidential Private Placement Memorandum dated April 23, 2002, the SEC Documents, other publicly available information and the documents incorporated by reference therein representations and warranties of the Offering Information. (a) Company contained herein. The Investor understands and that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor's investment intent as expressed herein. 5.2 The Investor acknowledges that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Securities Shares, in any jurisdiction outside the United States where action for that purpose is required, (b) if . If the Investor is located or domiciled outside the United States, States it will agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense and (c) expense. 5.3 The Investor hereby covenants with the Placement Agent is Company not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsShares without complying with the provisions of this Agreement, including Section 7.2 hereof and, without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, if applicable, and the Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except as set forth or incorporated by reference in accordance with the Base Prospectus or Securities Act and applicable state securities laws. The Investor acknowledges that there may occasionally be times when the Company, based on the advice of its counsel, determines that, subject to the limitations of Section 7.2, it must suspend the use of the Prospectus Supplement forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the SEC or any Issuer Free Writing until the Company has amended or supplemented such Prospectus. 5.4 The Investor further represents and warrants to, and covenants with, the Company that (ai) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, Agreement and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or indemnity and contribution that may be violative of limited by state or federal securities laws or the public policy underlying such laws. 5.5 The Investor will not, prior to the effectiveness of the Registration Statement, sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any lawright with respect to (collectively, rule a "Disposition"), the Common Stock of the Company in violation of the Securities Act, nor will Investor engage in any hedging or regulation other transaction which is designed to or could reasonably be expected to lead to or result in a Disposition of Common Stock of the Company by the Investor or any other person or entity in violation of the Securities Act. Such prohibited hedging or other transactions would include without limitation effecting any short sale or having in effect any short position (whether or not such sale or position is against the box and regardless of when such position was entered into) or any purchase, sale or grant of any right (including without limitation any federal put or state securities lawcall option) with respect to the Common Stock of the Company or with respect to any security (other than a broad-based market basket or index) that includes, rule relates to or regulation)derives any significant part of its value from the Common Stock of the Company. 4.4 5.6 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. Shares. 5.7 The Investor also understands is not an officer, director or "affiliate" (as that there term is no established public trading market for the Warrants being offered defined in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity Rule 405 of the Warrants will be limitedSecurities Act) of the Company. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the 5.8 The Investor has not disclosed been presented with or solicited by or through any information regarding the Offering to any third parties (other than its legalleaflet, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (includingpublic promotional meeting, without limitationor television advertisement or, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectlyInvestor's knowledge, with any third party other form of communication which appeared to acquire, sell, transfer, the Investor to constitute general solicitation or distribute any of advertising with respect to the SecuritiesOffering.

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, represents and warrants (as of the date hereof) to, and agrees with, the Company and the Placement Agent Agents that: 4.1 The Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities Units presenting an investment decision like that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, (b) unless otherwise indicated through checking “None of the Above” at Item 10 on Exhibit A, is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, (c) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (cd) in connection with its decision to purchase the number of Units set forth on the Signature Page, has received and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering InformationInformation and the representations, warranties, covenants and agreements of the Company contained in the Placement Agency Agreement. 4.2 (a) The Investor understands and acknowledges that no No action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent Agents that would permit an offering of the SecuritiesUnits, or possession or distribution of offering materials in connection with the issue of the Securities Units in any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor 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 Securities Units or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is Agents are not authorized to make and has not nor have they made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or Preliminary Prospectus, any Issuer Free Writing Prospectus or the Final Prospectus. (a) The Investor is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). The Investor’s execution, delivery and performance of this Agreement and the consummation by it of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Investor’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Investor is subject (including federal and state securities laws and regulations), or by which any property or asset of the Investor is bound or affected. 4.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Prospectus or any other materials presented to the Investor in connection with the purchase and sale of the Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since If the date on Investor has previously received any material non-public information since the time at which the Placement Agent Agents first contacted the Investor about the Offering, the Investor has not disclosed any of such material non-public information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentialityadvisors) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales (defined below) involving the Company’s securities). The Investor covenants that it will (i) maintain the confidentiality of all material non-public information acquired as a result of the transactions contemplated herein and (ii) not engage in any transactions involving purchases or sales of the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal), accounting and other advisors that are subject to an obligation of confidentiality) in each case prior to the time that the transactions contemplated by this Agreement are such material non-public information is publicly disclosed. The Investor agrees that it will not use any of the Securities Units acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (but shall not be deemed to include as defined in Rule 16a-1(h) under the location and/or reservation borrowable shares of Common StockExchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. 4.6 The Investor is acquiring the Securities for its own account, not as acknowledges that a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any portion of the Securities for identifying information set forth on the Signature Page is being requested in connection with the USA Patriot Act, Pub.L.107-56 (the “Patriot Act”), and Investor agrees to provide any minimum additional information requested by the Company or the Placement Agents in connection with the Patriot Act or any similar legislation or regulation to which Company or the Placement Agents is subject, in a timely manner. Investor hereby represents that the identifying information set forth on the Signature Page, including without limitation, its Taxpayer Identification Number assigned by the Internal Revenue Service or any other specific term taxing authority, is true and reserves complete on the right to resell or otherwise dispose date hereof and will be true and complete at the time of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the SecuritiesClosing.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, to investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares and Warrants, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares and Warrants; (bii) the Investor is acquiring the Shares and Warrants set forth in Section 3 of the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares and Warrant Shares (other than pursuant to the Registration Statement) or any arrangement or understanding with any other persons regarding the distribution of such Shares and Warrant Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares and Warrant Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page and the Investor Questionnaire for use in preparation of the Registration Statement and the answers thereto are true true, correct and correct complete as of the date hereof and will be true true, correct and correct complete as of the Closing Date and the Filing Date; (cv) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares and Warrant Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares and Warrant Shares set forth on in Section 3 of the Signature Page, has received and is relying Securities Purchase Agreement relied only upon the Disclosure Package SEC Documents and the documents incorporated by reference therein representations and warranties of the Offering Information. (a) Company contained herein. The Investor understands that its acquisition of the Shares and acknowledges Warrants has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares and Warrants for any period of time. 5.2 The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares, Warrants and Warrant Shares or possession or distribution of offering materials in connection with the issue of the Securities Shares, Warrants and Warrant Shares in any jurisdiction outside the United States where legal action by the Company for that purpose is required, (b) if the . Each Investor is outside the United States, it States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities Shares, Warrants or Warrant Shares or has in its possession or distributes any offering material, in all cases at its own expense and (c) expense. 5.3 The Investor hereby covenants with the Placement Agent is Company not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsShares, Warrants and Warrant Shares without complying with the provisions of this Agreement and without causing the prospectus delivery requirement under the Securities Act to be satisfied (whether by delivery of the Prospectus or pursuant to and in compliance with an exemption from such requirement), and the Investor acknowledges that the certificates evidencing the Shares, Warrants and Warrant Shares will be imprinted with a legend that prohibits their transfer except in accordance therewith. The Investor acknowledges that there may occasionally be times when the Company determines that it must suspend the use of the Prospectus forming a part of the Registration Statement, as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing ProspectusSection 7.2(c). 5.4 The Investor further represents and warrants to, and covenants with, the Company that (ai) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and generally, except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Investors herein may be legally unenforceable. 5.5 Between the time the Investor learned about the Offering and the public announcement of the Offering, the Investor has not engaged in any short sales or similar transactions with respect to the enforceability of Common Stock, nor has the Investor, directly or indirectly, caused any rights person to indemnification engage in any short sales or contribution that may be violative similar transactions with respect to the Common Stock. Without limiting the foregoing, Investor will not use any of the public policy underlying Shares acquired pursuant to this Agreement or Warrant Shares acquired pursuant to the Warrants to cover any law, rule short position in the Common Stock of the Company if doing so would be in violation of applicable securities laws and will otherwise comply with federal securities laws in the holding and sale of the Shares or regulation (including any federal or state securities law, rule or regulation)Warrant Shares. 4.4 5.6 The Investor understands that nothing in the SEC Documents, this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares and Warrants or the issuance of the Warrant Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, Shares and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedWarrants. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, represents and warrants to, and agrees with, the Company and the Placement Agent Agents as of the date hereof that: 4.1 4.1. The Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) in connection with its decision to purchase the number of Units Shares set forth on the Signature Page, has received and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information. (a) The Investor understands and acknowledges that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent Agents that would permit an offering of the SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Securities Shares, in any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor 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 Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense and (c) none of the Placement Agent Agents is not authorized to make and or has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsShares, except as set forth or incorporated by reference in the Base Prospectus, any Issuer Free Writing Prospectus or the Prospectus Supplement or any Issuer Free Writing ProspectusSupplement. (a) The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 4.4. The making, execution and performance of this Agreement by the Investor and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, (i) the charter, bylaws or other organizational documents of such Investor, as applicable, or (ii) any law, order, rule, regulation, writ, injunction, judgment or decree of any court, administrative agency, regulatory body, government or governmental agency or body, domestic or foreign, having jurisdiction over such Investor or its properties, except for any conflict, breach, violation or default which is not reasonably likely to have a material adverse effect on such Investor’s performance of its obligations hereunder or the consummation of the transactions contemplated hereby. 4.5. The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Prospectus or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedShares. 4.5 4.6. Since the first date on which the a Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentialityadvisors) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will (i) maintain the confidentiality of all information acquired as a result of the transactions contemplated herein and (ii) will not engage in any transactions involving purchases or sales of the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal), accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities Shares acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (but shall not be deemed to include as defined in Rule 16a-1(h) under the location and/or reservation borrowable shares of Common StockExchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (bii) the Investor is acquiring the number of Shares set forth on the Signature Page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares other than as contemplated in Section 7 of this Agreement; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (cvi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth on the Signature Pagesignature page hereto, has received and is relying relied only upon the Disclosure Package Company Information provided to the Investor by the Company in contemplation of this offering and the documents incorporated by reference therein representations and warranties of the Offering InformationCompany contained herein. Investor understands that its acquisition of the Shares has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire attached hereto Exhibit B, which questionnaire is true and correct in all material respects. (a) 5.2 The Investor understands acknowledges, represents and acknowledges agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Securities Shares, in any jurisdiction outside the United States where action for that purpose is required, (b) if the . Each Investor is outside the United States, it States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense and (c) the expense. The Placement Agent is not authorized to make and has not made any representation, disclosure representation or use of any information in connection with the issue, placement, purchase and sale of the UnitsShares. 5.3 The Investor hereby covenants with the Company not to make any sale of the Shares without satisfying the requirements of the Securities Act and the Rules and Regulations thereunder, except as set forth or incorporated by reference including in the Base Prospectus or event of resale under the Registration Statement, the prospectus delivery requirement under the Securities Act to be satisfied, and the Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except in accordance therewith. The Investor acknowledges that there may occasionally be times when the Company, based on the advice of its counsel, determines that it must suspend the use of the Prospectus Supplement forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the SEC or any Issuer Free Writing until the Company has amended or supplemented such Prospectus. 5.4 The Investor further represents and warrants to, and covenants with, the Company that (ai) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability indemnification agreements of any rights to indemnification or contribution that the Investors herein may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation)legally unenforceable. 4.4 5.5 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedShares. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (bii) the Investor is acquiring the number of Shares set forth on the signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page and signature page hereto for use in preparation of the Investor Questionnaire Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (cvi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth on the Signature Pagesignature page hereto, has received and is relying relied only upon the Disclosure Package Placement Memorandum and the documents incorporated by reference therein representations and warranties of the Offering InformationCompany contained herein. Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire contained in Exhibit D to the Placement Memorandum, which questionnaire is true and correct in all material respects. (a) 5.2 The Investor understands acknowledges, represents and acknowledges agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Securities in any jurisdiction outside the United States where action for that purpose is requiredShares, (b) if the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing Prospectus. (a) The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information or any other materials presented to the Investor in connection with the purchase and sale of the Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.in

Representations, Warranties and Covenants of the Investor. 4.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company and the Placement Agent that: 4.1 The Investor that (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares, (b) the Investor has answered all questions on the Signature Page and Exhibit A attached hereto for use in preparation of the Investor Questionnaire Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) the Investor, in connection with its decision to purchase the number of Units Shares set forth on the Signature Page, has received and is relying relied only upon any or all of the Disclosure Package following: the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Company’s regular reports on Forms 20-F and 6-K as filed by the Company with the Commission, any Time of Sale Information (as defined in the Placement Agreement) provided to the Investor and the documents incorporated by reference therein representations and warranties of the Offering InformationCompany contained herein. (a) 4.2 The Investor understands acknowledges, represents and acknowledges agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Securities Shares in any jurisdiction outside the United States where action for that purpose is required, (b) if the . Each Investor is outside the United States, it States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense and (c) the expense. The Placement Agent is not authorized to make and has not made any representation, disclosure representation or use of any information in connection with the issue, placement, purchase and sale of the UnitsShares, except as set forth or incorporated by reference in the Registration Statement, the Base Prospectus or Prospectus, the Prospectus Supplement or any Issuer Free Writing Prospectusthe Time of Sale Information (as defined in the Placement Agreement). 4.3 The Investor further represents and warrants to, and covenants with, the Company that (a) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability indemnification agreements of any rights to indemnification or contribution that the Investors herein may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation)legally unenforceable. 4.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedShares. 4.5 Since Each Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent Agents first contacted the such Investor about the OfferingOffering and (ii) the date that is the fifth (5th) trading day prior to the date of this Agreement, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and it has not engaged in any transactions involving in the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Each Investor covenants that it will not engage in any transactions involving in the securities of the Company (including Short Sales) or disclose any information about ), except for transactions entered into on behalf of the Offering (other than to its legalInvestor by third-party managers exercising investment discretion on behalf of the Investor, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Each Investor agrees that it will not use any of the Securities Shares acquired pursuant to this Agreement to cover any short position in the Common Stock Ordinary Shares if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (but shall not be deemed to include as defined in Rule 16a-1(h) under the location and/or reservation borrowable shares of Common StockExchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, represents and warrants (as of the date hereof) to, and agrees with, the Company and the Placement Agent Agents that: 4.1 The Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities Units presenting an investment decision like that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, (b) unless otherwise indicated through checking “None of the Above” at Item 10 on Exhibit A, is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, (c) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (cd) in connection with its decision to purchase the number of Units set forth on the Signature Page, has received and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering InformationInformation and the representations, warranties, covenants and agreements of the Company contained in the Placement Agency Agreement. 4.2 (a) The Investor understands and acknowledges that no No action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent Agents that would permit an offering of the SecuritiesUnits, or possession or distribution of offering materials in connection with the issue of the Securities Units in any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor 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 Securities Units or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is Agents are not authorized to make and has not nor have they made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or Preliminary Prospectus, any Issuer Free Writing Prospectus or the Final Prospectus. (a) The Investor is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information or any other materials presented to the Investor in connection with the purchase and sale of the Units constitutes legal, tax or investment advice. The Investor has consulted such legalInvestor’s execution, tax delivery and investment advisors performance of this Agreement and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase the consummation by it of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it hereby do not and will not use (i) conflict with or violate any provision of the Securities acquired pursuant to this Agreement to cover any short position Investor’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with or result in the Common Stock if doing so would be in a violation of applicable securities laws. For purposes hereofany law, “Short Sales” includerule, without limitationregulation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own accountsubject (including federal and state securities laws and regulations), not as a nominee or agent; provided, however, that by making the representations herein, which any property or asset of the Investor does not agree to hold any of the Securities for any minimum is bound or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securitiesaffected.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, to investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares and the Warrant, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares and the Warrant; (bii) the Investor is acquiring the Warrant to purchase the number of Warrant Shares and the number of Shares, each as set forth in Section 3 of the Stock and Warrant Purchase Agreement, in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares, Warrant or Warrant Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares, Warrant or Warrant Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, Warrant or Warrant Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page and the Investor Questionnaire for use in preparation of the Registration Statement and the answers thereto are true true, correct and correct complete as of the date hereof and will be true true, correct and correct complete as of the applicable Closing Date Date; (v) the Investor will notify the Company immediately of any change in any of such information prior to the Subsequent Closing Date, and thereafter, to the extent reasonably required under applicable law or regulation, until such time as the Investor has sold all of its Shares and Warrant Shares or until the Company is no longer required to keep the Registration Statement effective; (cvi) the Investor has, in connection with its decision to purchase the number of Units Shares and the Warrant to purchase the number of Warrant Shares, each as set forth on in Section 3 of the Signature PageStock and Warrant Purchase Agreement, has received and is relying relied only upon the Disclosure Package Exchange Act Documents and the documents incorporated representations and warranties of the Company contained herein; and (vii) Investor has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by reference therein and this Agreement for which the Offering Information. (a) Company could become liable or obligated. The Investor understands that its acquisition of the Shares and acknowledges the Warrant has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor's investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Shares, Warrant or Warrant Shares for any period of time. The Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete. 5.2 The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares, Warrant or Warrant Shares or possession or distribution of offering materials in connection with the issue of the Securities Shares, Warrant or Warrant Shares in any jurisdiction outside the United States where legal action by the Company for that purpose is required, (b) if the . Each Investor is outside the United States, it States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities Shares, the Warrant or Warrant Shares or has in its possession or distributes any offering material, in all cases at its own expense and (c) expense. 5.3 The Investor hereby covenants with the Placement Agent is Company not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsShares, Warrant or Warrant Shares without complying with the provisions of this Agreement and without causing the prospectus delivery requirement under the Securities Act to be satisfied (whether by delivery of the Prospectus or pursuant to and in compliance with an exemption from such requirement), and the Investor acknowledges that the certificates evidencing the Shares and Warrant Shares will be imprinted with a legend that prohibits their transfer except in accordance therewith. The Investor acknowledges that there may occasionally be times when the Company determines that it must suspend the use of the Prospectus forming a part of the Registration Statement, as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing ProspectusSection 7.2(c). 5.4 The Investor further represents and warrants to, and covenants with, the Company that (ai) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Investors herein may be legally unenforceable. 5.5 Neither Investor nor any affiliate of such Investor which: (i) had knowledge of the transactions contemplated hereby; (ii) has or shares discretion relating to such Investor's investments or trading or information concerning such Investor's investments, including in respect of the Securities; or (iii) is subject to such Investor's review or input concerning such affiliate's investments or trading, has made or will make, directly or indirectly, any net short sale of the Company's Common Stock for the period beginning on the fifteenth (15th) day prior to the enforceability date of this Agreement and ending on the earlier of (a) the Initial Closing Date or (b) the date that the transactions contemplated by this Agreement are publicly announced. For purposes of this Section 4.7, a "net short sale" by any Purchaser shall mean a sale of Common Stock by such Investor that is marked as a short sale and that is made at a time when there is no equivalent offsetting long position in Common Stock held by such Investor, where an "equivalent offsetting long position" includes all shares of Common Stock held by such Investor and all underlying shares of Common Stock which are issuable upon conversion, exercise or exchange of convertible securities, warrants, options or other rights to indemnification subscribe for or contribution that may be violative to purchase or exchange for shares of Common Stock. Without limiting the foregoing, Investor will not use any of the public policy underlying Shares or the Warrant acquired pursuant to this Agreement, or the Warrant Shares acquired pursuant to the Warrant, to cover any law, rule or regulation (including any federal or state short position in the Common Stock of the Company if doing so would be in violation of applicable securities law, rule or regulation)laws. Each Investor acknowledges that it is aware that the SEC has published its position that covering a short position established prior to effectiveness of a resale registration statement with shares included in such registration statement would be a violation of Section 5 of the Securities Act. 4.4 5.6 The Investor understands that nothing in the Exchange Act Documents, this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares and the Warrant constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. Shares and the Warrant. 5.7 The Company acknowledges and agrees that Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor make or has not disclosed made any information regarding the Offering representations or warranties with respect to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by hereby other than those specifically set forth in Sections 5 and 16(a) of this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position Agreement, or in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock)Investor Questionnaire. 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, represents and warrants to, and agrees with, the Company and the Placement Agent that: 4.1 The Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) in connection with its decision to purchase the number of Units Shares set forth on the Signature Page, has received and is relying only upon the Disclosure Package and Package, the documents incorporated by reference therein and the Offering Information. (a) The Investor understands and acknowledges that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of the Securities in any jurisdiction outside the United States where action for that purpose is required, (b) if 4.2 If the Investor 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 Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing Prospectusexpense. (a) The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Prospectus or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedShares. 4.5 Since the date on which the Placement Agent first contacted the such Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and it has not engaged in any transactions involving in the securities of the Company (including, without limitation, any Short Sales involving the Company’s 's securities). The Each Investor covenants that it will not engage in any transactions involving in the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Each Investor agrees that it will not use any of the Securities Shares acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “"Short Sales” " include, without limitation, all “"short sales” " as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, "put equivalent positions" (but shall not be deemed to include as defined in Rule 16a-1(h) under the location and/or reservation borrowable shares of Common StockExchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (bii) the Investor is acquiring the number of Shares set forth on the signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares and no arrangement or understanding exists with any other person regarding the distribution of such Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page and signature page hereto for use in preparation of the Investor Questionnaire Registration Statement (as defined in Section 7.1) and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (cvi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth on the Signature Pagesignature page hereto, has received and is relying relied only upon the Disclosure Package Placement Memorandum and the documents incorporated by reference therein representations and warranties of the Offering InformationCompany contained herein. Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire attached as Exhibit E to the Placement Memorandum, which questionnaire is true and correct in all material respects. (a) 5.2 The Investor understands acknowledges, represents and acknowledges agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Securities Shares, in any jurisdiction outside the United States where action for that purpose is required, (b) if the . Each Investor is outside the United States, it States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense and (c) expense. 5.3 The Investor hereby covenants with the Placement Agent is Company not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsShares without complying with the provisions of this Agreement, including Section 7.2 hereof, and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except as set forth or incorporated by reference in accordance therewith. The Investor acknowledges that there may occasionally be times when the Base Prospectus or Company, based on the advice of its counsel, determines that it must suspend the use of the Prospectus Supplement forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the SEC or any Issuer Free Writing until the Company has amended or supplemented such Prospectus. 5.4 The Investor further represents and warrants to, and covenants with, the Company that (ai) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Investors herein may be legally unenforceable. 5.5 Investor will not, prior to the enforceability effectiveness of the Registration Statement, sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to (collectively, a "Disposition"), the Common Stock of the Company, nor will Investor engage in any hedging or other transaction which is designed to or could reasonably be expected to lead to or result in a Disposition of Common Stock of the Company by the Investor or any other person or entity. Such prohibited hedging or other transactions would include, without limitation, effecting any short sale or having in effect any short position (whether or not such sale or position is against the box and regardless of when such position was entered into) or any purchase, sale or grant of any rights right (including, without limitation, any put or call option) with respect to indemnification or contribution that may be violative the Common Stock of the public policy underlying Company or with respect to any lawsecurity (other than a broad-based market basket or index) that includes, rule relates to or regulation (including derives any federal or state securities law, rule or regulation)significant part of its value from the Common Stock of the Company. 4.4 5.6 The Investor agrees that if the Company engages in an underwritten public offering for the sale by the Company of shares of Common Stock, during the one-year period following the Closing Date and thereafter so long as the Investor owns more than one percent (1%) of the Common Stock, the Investor will, if so requested by the managing underwriter for such offering, execute and deliver to such managing underwriter a "lock-up" letter in a form acceptable to such managing underwriter. The obligations of and restrictions on the Investor under such letter shall be in effect for a maximum of 180 days as specified by the managing underwriter. 5.7 The Investor understands that nothing in the Placement Memorandum, this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedShares. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, represents and warrants toto the Company, as of the date hereof and as of the Closing Date, and agrees withwith the Company, the Company and the Placement Agent thatas follows: 4.1 (a) The Investor (ai) has had full access to the Disclosure Package, including the Company’s periodic reports and other information incorporated by reference therein, prior to or in connection with its receipt of this Purchase Agreement, (ii) is knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to, to investments in securities presenting Shares representing an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by and (iii) is acquiring the Company Shares for its own account, or an account over which it has investment discretion, and investments in comparable companiesdoes not have any agreement or understanding, directly or indirectly, with any person or entity to distribute any of the Shares. (b) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) in connection with its decision to purchase the number of Units set forth on the Signature PageThe Investor, has received and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information. (a) The Investor understands and acknowledges that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of the Securities in any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor 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 Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense and expense. (c) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing Prospectus. (a) The Investor further represents and warrants to the Company that (i) the Investor has full right, the requisite power, authority and capacity to enter into this Purchase Agreement and to consummate the transactions contemplated hereby and has taken otherwise to carry out its obligations hereunder; (ii) the execution and delivery of this Purchase Agreement by the Investor and the consummation by it of the transactions contemplated hereunder have been duly authorized by all necessary action to authorize on the execution, delivery and performance part of this Agreement, the Investor; and (biii) this Purchase Agreement constitutes a has been duly executed by the Investor and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable any bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ and contracting parties’ rights generally and except as enforceability may be subject to or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 (d) The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information or Company has not provided it with any other materials presented to the Investor in connection with the purchase and sale of the Units constitutes legal, tax or investment adviceadvice in connection with its purchase of Shares. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Shares. (e) From and after obtaining the knowledge of the sale of the Shares contemplated hereby, neither the Investor also understands that there is no established public trading market for nor any person or entity acting on behalf of, or pursuant to any understanding with or based upon any information received from the Warrants being offered in the OfferingInvestor, has taken, and that prior to the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity public announcement of the Warrants transaction shall not take, any action that has caused or will be limited. 4.5 Since the date on which the Placement Agent first contacted cause the Investor about the Offeringto have, the Investor has not disclosed directly or indirectly, sold or agreed to sell any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation shares of confidentiality) and has not engaged in any transactions involving the securities Preferred Stock or shares of the Company Company’s common stock, par value $0.01 per share (the “Common Stock”), effected any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇) with respect to the Preferred Stock or the Common Stock, granted any other right (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Salesput or call option) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior with respect to the time Preferred Stock or the Common Stock, or with respect to any security that includes, relates to or derives any significant part of its value from the transactions contemplated by this Agreement are publicly disclosedPreferred Stock or the Common Stock, whether or not, directly or indirectly, in order to hedge its position in the Shares. The Investor agrees that it will not use any of the Securities Shares acquired pursuant to this Purchase Agreement to cover any short position in the Preferred Stock or the Common Stock if doing so would be in violation of applicable securities laws. For purposes . (f) The Investor represents that, except as set forth below, (i) it has had no position, office or other material relationship within the past three years with the Company or persons known to it to be affiliates of the Company, (ii) it is not a, and it has no direct or indirect affiliation or association with any, FINRA member or an Associated Person (as such term is defined under FINRA Membership and Registration Rules Section 1011) as of the date hereof, and (iii) neither it nor any group of investors (as identified in a public filing made with the Commission) of which it is a member, acquired, or obtained the right to acquire, 20% or more of the Common Stock (or Shares convertible or exercisable for Common Stock) or the voting power of the Company on a post-transaction basis. Exceptions: (If no exceptions, write “Short Salesnone.” includeIf left blank, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not response will be deemed to include the location and/or reservation borrowable shares of Common Stockbe “none.”). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (bii) the Investor is acquiring the number of Shares set forth on the Signature Page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (cvi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth on the Signature Pagesignature page hereto, has received and is relying relied only upon the Disclosure Package Company Information provided to the Investor by the Company in contemplation of this offering and the documents incorporated by reference therein representations and warranties of the Offering InformationCompany contained herein. Investor understands that its acquisition of the Shares has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire attached hereto Exhibit B, which questionnaire is true and correct in all material respects. (a) 5.2 The Investor understands acknowledges, represents and acknowledges agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Securities Shares, in any jurisdiction outside the United States where action for that purpose is required, (b) if the . Each Investor is outside the United States, it States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense and (c) the expense. The Placement Agent is not authorized to make and has not made any representation, disclosure representation or use of any information in connection with the issue, placement, purchase and sale of the UnitsShares. 5.3 The Investor hereby covenants with the Company not to make any sale of the Shares without complying with the provisions of this Agreement, including Section 7.2 hereof, and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except as set forth or incorporated by reference in accordance therewith. The Investor acknowledges that there may occasionally be times when the Base Prospectus or Company, based on the advice of its counsel, determines that it must suspend the use of the Prospectus Supplement forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the SEC or any Issuer Free Writing until the Company has amended or supplemented such Prospectus. 5.4 The Investor further represents and warrants to, and covenants with, the Company that (ai) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Investors herein may be legally unenforceable. 5.5 Investor will not, prior to the enforceability effectiveness of the Registration Statement, sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to (collectively, a "Disposition"), the Common Stock of the Company, nor will Investor engage in any hedging or other transaction which is designed to or could reasonably be expected to lead to or result in a Disposition of Common Stock of the Company by the Investor or any other person or entity. Such prohibited hedging or other transactions would include, without limitation, effecting any short sale or having in effect any short position (whether or not such sale or position is against the box and regardless of when such position was entered into) or any purchase, sale or grant of any rights right (including, without limitation, any put or call option) with respect to indemnification or contribution that may be violative the Common Stock of the public policy underlying Company or with respect to any lawsecurity (other than a broad-based market basket or index) that includes, rule relates to or regulation (including derives any federal or state securities law, rule or regulation)significant part of its value from the Common Stock of the Company. 4.4 5.6 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedShares. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, represents and warrants to, and agrees with, the Company and the Placement Agent that: 4.1 The Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the Investor Questionnaire for use in preparation of the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) in connection with its decision to purchase the number of Units set forth on the Signature Page, has received and is relying only solely upon the Disclosure Package and the documents incorporated by reference therein and the Offering Informationtherein. 4.2 (a) The Investor understands and acknowledges that no No action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesUnits, or possession or distribution of offering materials in connection with the issue of the Securities in any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing ProspectusSupplement. (a) The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Prospectus or any other materials presented to the Investor in connection with the purchase and sale of the Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the such Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and it has not engaged in any transactions involving in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving the Company’s securities). The Each Investor covenants that it will not engage in any transactions involving in the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Each Investor agrees that it will not use any of the Securities Units acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (but shall not be deemed to include as defined in Rule 16a-1(h) under the location and/or reservation borrowable shares of Common StockExchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. 6.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, to investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (bii) the Investor is acquiring the Shares set forth in Section 3 of this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares; (iii) the Investor is not acquiring the Shares for the purpose of selling or transferring the Shares or granting, issuing or transferring interests in, or options over the Shares within 12 months of their date of issue; (iv) the Investor has answered all questions on not entered into any arrangement or understanding with any other persons regarding the Signature Page distribution of such Shares; (v) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable securities laws and the respective rules and regulations promulgated thereunder; (vi) the Investor Questionnaire shall furnish to the Company such information regarding such Investor and the answers thereto are true distribution proposed by such Investor as the Company may reasonably request in writing and correct as of the date hereof and will shall be true and correct as of the Closing Date reasonably required in connection with any U.S. Registration; and (cvii) the Investor has, in connection with its decision to purchase the number of Units Shares set forth on the Signature Page, has received and is relying in Section 3 of this Agreement relied only upon the Disclosure Package ASX Documents and the documents incorporated by reference therein representations and warranties of the Offering Information. (a) Company contained herein. The Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any applicable securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. Subject to compliance with the Securities Act, applicable securities laws and acknowledges that no action has been the respective rules and regulations promulgated thereunder, nothing contained herein shall be deemed a representation or will warranty by such Investor to hold the Shares for any period of time and the confirmation in (iii) above is understood to be taken in any jurisdiction outside the United States a statement by the Investor of present intention and not an undertaking not to sell, particularly where the Investor’s investment objectives or market conditions change . The Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects. 6.2 The Investor shall not offer, sell, contract to sell or the Placement Agent that would permit an offering otherwise dispose of or deliver any of the Securities, or possession or distribution of offering materials Shares unless: (i) the Shares are sold on the ASX in connection compliance with the issue Regulation S of the Securities Act; or (ii) the Shares are sold in a transaction that does not require registration under the Securities Act or any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and (c) of the Placement Agent is not authorized to make and has not made any representation, disclosure or use states of any information in connection with the issue, placement, purchase United States governing the offer and sale of securities and, (iii) prior to and as a condition to the Unitsexecution of the offer, except as set forth sale or incorporated by reference delivery described in subclauses (i) and (ii) above, such Investor has furnished to the Base Prospectus or Company an opinion of counsel satisfactory to the Prospectus Supplement or any Issuer Free Writing ProspectusCompany to such effect, unless the Company waives receipt of such opinion. 6.3 The Investor further represents and warrants to, and covenants with, the Company that (ai) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Investors herein may be legally unenforceable. 6.4 The Investor has not engaged in any short sales or similar transactions with respect to the enforceability of Company’s capital stock, nor has the Investor, directly or indirectly, caused any rights person to indemnification engage in any short sales or contribution that may be violative similar transactions with respect to the Company’s capital stock. Without limiting the foregoing, Investor will not use any of the public policy underlying Shares acquired pursuant to the Agreements to cover any law, rule or regulation (including any short position in the capital stock of the Company if doing so would be in violation of applicable securities laws and Investor will otherwise comply with federal or state securities law, rule or regulation)laws of the United States in the holding and resale of the Shares. 4.4 6.5 The Investor understands that nothing in this Agreementthe ASX Documents, the ProspectusAgreements, the Disclosure Package, the Offering Information or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. Shares. 6.6 The Investor also understands that there is no established acknowledges that, if it has material non-public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions may apply to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosedit. The Investor agrees not to, and not to cause any other person to, acquire (as that it will not use term is defined in the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (Cth)) any of the Securities acquired pursuant Company’s securities after it has had access to this Agreement to cover any short position in the Common Stock material non-public information if doing so would be in violation a breach of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock)▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions. 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. 4.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company and the Placement Agent that: 4.1 The Investor that (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Units, including but not limited to, the Company's Registration Statement and all documents incorporated therein by reference, (b) the Investor has answered all questions on the Signature Page and for use in preparation of the Investor Questionnaire Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and Date, (c) the Investor, in connection with its decision to purchase the number of Units set forth on the Signature Page, has received and is relying relied only upon the Disclosure Package Base Prospectus, the Prospectus Supplement, the Documents incorporated therein by reference, the Company's regular reports on Forms 10-K, 10-Q and 8-K as filed by the Company with the Commission, and the documents incorporated by reference therein representations and warranties of the Offering InformationCompany contained herein, and (d) the Investor is an "accredited investor" within the meaning of Rule 501(a)(1), (2) or (3) under the Securities Act of 1933, as amended (the "Securities Act"). (a) 4.2 The Investor understands acknowledges, represents and acknowledges agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesUnits, or possession or distribution of offering materials in connection with the issue of the Securities Units in any jurisdiction outside the United States where action for that purpose is required, (b) if the . Each Investor is outside the United States, it States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities Shares or Warrants or has in its it possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is not expense. No party has been authorized to make make, and has have not made made, any representation, disclosure representation or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing ProspectusSupplement. 4.3 The Investor further represents and warrants to, and covenants with, the Company that (a) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ parties rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability indemnification agreements of any rights to indemnification or contribution that the Investors herein may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation)legally unenforceable. 4.4 The Investor understands understand that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since The Investor represents, warrants and agrees that, since the date on which the Placement Agent Investor was first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to until the time that the transactions contemplated by this Agreement material terms of the transaction hereunder are publicly disclosed. The Investor agrees that disclosed in a press release or a filing with the Commission, it has not engaged, and will not use engage, in any short selling of the Securities acquired pursuant to this Agreement to cover Company's securities, or established or increased any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” "put equivalent position" as defined in Rule 200 promulgated under Regulation SHO 16(a)- 1(h) under the Securities Exchange Act of 1934, as amended (the "Exchange Act, (but shall not be deemed ") with respect to include the location and/or reservation borrowable shares of Common Stock)Company's securities. 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, to investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (bii) the Investor has answered all questions carefully read and fully understands the risks involved with an investment in the Company including, without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Shares set forth in Section 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iv) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (v) all of the representations made by the Investor Questionnaire are true, correct and the answers thereto are true and correct complete as of the date hereof and will be true true, correct and correct complete as of the Closing Date Date; and (cvi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth on in Section 3 of the Signature PagePage to the Securities Purchase Agreement, has received and is relying relied only upon the Disclosure Package Exchange Act Documents and the documents incorporated by reference therein representations and warranties of the Company contained herein. There are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth of the Investor. 5.2 The Investor acknowledges that it has had access to the Exchange Act Documents and has carefully reviewed the same. The Investor further acknowledges that the Company has made available to it the opportunity to ask questions of and receive answers from the Company’s officers and directors concerning the terms and conditions of this Agreement and the Offering Informationbusiness and financial condition of the Company, and the Investor has received to its satisfaction, such information about the business and financial condition of the Company and the terms and conditions of the Agreement as it has requested. The Investor has carefully considered the potential risks relating to the Company and a purchase of the Shares, and fully understands that the Shares are speculative investments, which involve a high degree of risk of loss of the Investor’s entire investment. Among others, the undersigned has carefully considered each of the risks identified under the caption “Risk Factors” in the Exchange Act Documents and Annex II. (a) 5.3 The Investor understands acknowledges, represents and acknowledges agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares, or possession or distribution of offering materials in connection with the issue issuance of the Securities Shares, in any jurisdiction outside the United States where legal action by the Company for that purpose is required, (b) if the . Investor 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 Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense and (c) expense. 5.4 The Investor hereby covenants with the Placement Agent is Company not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsShares without complying with the provisions of this Agreement, and the Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except as set forth or incorporated by reference in accordance therewith. The overall commitment of the Investor to investments, which are not readily marketable, is not excessive in view of the Investor’s net worth and financial circumstances, and any purchase of the Shares will not cause such commitment to become excessive. The Investor is able to bear the economic risk of an investment in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing ProspectusShares. 5.5 The Investor further represents and warrants to, and covenants with, the Company that (ai) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 5.6 Investor will not use any of the restricted Shares acquired pursuant to this Agreement to cover any short position in the Common Stock of the Company if doing so would be in violation of applicable securities laws. 5.7 The Investor understands that nothing in the Exchange Act Documents, this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation advisors, as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. the Shares. 5.8 The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity issuance of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, Shares to the Investor has not disclosed any information regarding been registered under the Offering to any third parties (Securities Act in reliance upon one or more specific exemptions therefrom, including Regulation D and/or Regulation S, which exemption depends upon, among other than its legalthings, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities accuracy of the Company (including, without limitation, any Short Sales involving the CompanyInvestor’s securities)representations made in this Agreement. The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time understands that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of Shares must be held indefinitely unless subsequently registered under the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of Act and qualified under applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulationsunless an exemption from such registration and qualification requirements is otherwise available. The Investor acknowledges that the Company has no obligation to register or qualify the Shares for resale. The Investor acknowledges that the Company will refuse to register any transfer of Shares that is acquiring not made in accordance with the provisions of Regulation S, registered pursuant to the Securities hereunder Act or otherwise exempt from such registration. The Investor 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 requirements relating to the Company which are outside of the Investor’s control, and which the Company is under no obligation and may not be able to satisfy. The Investor has been independently advised as to the applicable holding period imposed in respect of the Shares by securities legislation in the ordinary course of its business jurisdiction in which the undersigned resides and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any confirms that no representation has been made respecting the applicable holding periods for the Shares in such jurisdiction and it is aware of the Securitiesrisks and other characteristics of the Shares and of the fact that the undersigned may not resell the Shares except in accordance with applicable securities legislation and regulatory policy. 5.9 A copy of the Company annual report on Form 10-K, its quarterly reports on Form 10-Q, current reports on Form 8-K and information statements are available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇. 5.10 For purposes of compliance with the Regulation S exemption for the offer and sale of the Shares to non-U.S. Persons, if the Investor is not a “U.S. Person,” as such term is defined in Rule 902(k) of ▇▇▇▇▇▇▇▇▇▇ ▇,▇ the Investor represents and warrants they are a person or entity that is outside the United Sates, and further represents and warrants as follows:

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make make, decisions with respect to, to investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities; (bii) the Investor is acquiring the number of Common Shares, Preferred Shares and Warrants set forth in Article III of the attached Securities Purchase Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of the Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page and the Investor Questionnaire for use in preparation of the Registration Statement and the answers thereto are true true, correct and correct complete as of the date hereof and will be true true, correct and correct complete as of the Closing Date Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Common Shares, Conversion Shares and Warrant Shares or until the Company is otherwise no longer required to keep the Registration Statement effective; and (cvi) the Investor has, in connection with its decision to purchase the number of Units Common Shares, Preferred Shares and Warrants set forth on in Article III of the Signature Pageattached Securities Purchase Agreement, has received and is relying relied only upon the Disclosure Package Exchange Act Documents and the documents incorporated by reference therein representations and warranties of the Offering Information. (a) Company contained herein. The Investor understands and acknowledges that no action has been or will be taken in any jurisdiction outside neither the United States by Offering nor the Company or the Placement Agent that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue acquisition of the Securities have been registered under the Securities Act or registered or qualified under any state securities law in any jurisdiction outside reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the United States where action for that purpose is required, (b) if bona fide nature of the Investor’s investment intent as expressed herein and the information provided in the Investor’s Investor Questionnaire. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire, which questionnaire is outside the United Statestrue, it will comply with all applicable laws correct and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities or has in its possession or distributes any offering material, complete in all cases at its own expense material respects. 5.2 The Investor (other than individuals) is an entity duly organized, validly existing and (c) in good standing under the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale laws of the Units, except as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing Prospectus. (a) The Investor has jurisdiction of its organization with full right, power, power and authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby by this Agreement and has taken all necessary action otherwise to authorize the carry out its obligations hereunder. The execution, delivery and performance by the Investor of the transactions contemplated by this AgreementAgreement to be performed by the Investor have been duly authorized by all necessary corporate or similar action on the part of the Investor. This Agreement has been duly executed by the Investor, and (b) this Agreement constitutes a when delivered by the Investor in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Investor Investor, enforceable against the Investor it in accordance with its terms, except (i) as enforceability may be limited by applicable laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ and contracting parties’ rights generally and except generally, (ii) as limited by rules of law governing specific performance, injunctive relief, or other equitable remedies, (iii) as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as (iv) to the enforceability of any rights to extent the indemnification or and contribution that provisions contained in this Agreement may be violative of limited by applicable federal or state securities laws or the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation)such laws. 4.4 5.3 The Investor understands that nothing is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in this Agreementany newspaper, the Prospectus, the Disclosure Package, the Offering Information magazine or similar media or broadcast over television or radio or presented at any seminar or any other materials presented to general solicitation or general advertisement. 5.4 The Investor is (i) acquiring the Investor Securities and (ii) the shares of Common Stock receivable upon conversion or exercise thereof, in each case, for its own account and not with a view towards, or for resale in connection with the purchase and sale of the Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In additionwith, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged public sale or distribution thereof in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any violation of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities under an exemption under the Securities Act and reserves the right to dispose of the Common Shares, Conversion Shares and Warrant Shares at any time, subject time in accordance with or pursuant to compliance with applicable federal a registration statement or state securities laws, rules or regulationsan exemption under the Securities Act. The Investor is acquiring the Securities hereunder in the ordinary course of its business business. 5.5 The Investor understands that the Securities are being offered and does not presently sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Securities. 5.6 The Investor and its advisors, if any, have been furnished with all publicly available materials relating to the business, finances and operations of the Company and such other publicly available materials relating to the offer and sale of the Securities as have been requested by the Investor. The Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any agreement other due diligence investigations conducted by the Investor or understandingits advisors, directly or indirectly, with any third party to acquire, sell, transferif any, or distribute its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained herein. The Investor understands that its investment in the Securities involves a high degree of risk. 5.7 The Investor 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.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (bii) the Investor is acquiring the number of Shares set forth on the signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares and no arrangement or understanding exists with any other person regarding the distribution of such Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page and signature page hereto for use in preparation of the Investor Questionnaire Registration Statement (as defined in Section 7.1) and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (cvi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth on the Signature Pagesignature page hereto, has received and is relying relied only upon the Disclosure Package Offering Materials and the documents incorporated by reference therein representations and warranties of the Offering InformationCompany contained herein. Investor understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire attached as Exhibit A hereto, which questionnaire is true and correct in all material respects. (a) 5.2 The Investor understands acknowledges, represents and acknowledges agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Securities Shares, in any jurisdiction outside the United States where action for that purpose is required, (b) if the . Each Investor is outside the United States, it States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense and (c) the expense. The Placement Agent is not authorized to make and has not made any representation, disclosure representation or use of any information in connection with the issue, placement, purchase and sale of the Units, except Shares other than as set forth or incorporated by reference contained in the Base Prospectus or Offering Materials. 5.3 The Investor hereby covenants with the Company not to make any sale of the Shares without complying with the provisions of this Agreement, including Section 7.2 hereof, and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except in accordance therewith. The Investor acknowledges that there may occasionally be times when the Company, based on the advice of its counsel, determines that it must suspend the use of the Prospectus Supplement forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the SEC or any Issuer Free Writing until the Company has amended or supplemented such Prospectus. 5.4 The Investor further represents and warrants to, and covenants with, the Company that (ai) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Investors herein may be legally unenforceable. 5.5 Investor will not, prior to the enforceability effectiveness of the Registration Statement, sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to (collectively, a "Disposition"), the Shares if doing so would be in violation of applicable securities laws, nor will Investor engage in any hedging or other transaction which is designed to or could reasonably be expected to lead to or result in a Disposition of the Shares by the Investor or any other person or entity. Such prohibited hedging or other transactions would include, without limitation, effecting any short sale or having in effect any short position (whether or not such sale or position is against the box and regardless of when such position was entered into) or any purchase, sale or grant of any rights right (including, without limitation, any put or call option) with respect to indemnification the Shares or contribution with respect to any security (other than a broad-based market basket or index) that may be violative includes or derives any significant part of its value from the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation)Shares. 4.4 5.6 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedShares. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. 5.1. The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company and the Placement Agent that: 4.1 The Investor : (a) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, to investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsSecurities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Securities; (b) the Investor is acquiring the Securities in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities; (c) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (d) the Investor has answered all questions on the Signature Page and the Investor Questionnaire for use in preparation of the Registration Statement and the answers thereto are true true, correct and correct complete as of the date hereof and will be true true, correct and correct complete as of the Closing Date Date; (e) if necessary under applicable law, the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Securities or until the Company is no longer required to keep the Registration Statement effective; and (cf) the Investor has, in connection with its decision to purchase the number of Units set forth on the Signature PageSecurities, has received and is relying relied only upon the Disclosure Package Exchange Act Documents and the documents incorporated by reference therein representations and warranties of the Offering Information. (a) Company contained herein. The Investor understands that its acquisition of the Securities has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and acknowledges delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete in all material respects. 5.2. The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of the Securities Securities, in any jurisdiction outside the United States where legal action by the Company for that purpose is required, (b) if the . Each Investor is outside the United States, it States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities or has in its possession or distributes any offering material, in all cases at its own expense and (c) expense. 5.3. The Investor hereby covenants with the Placement Agent is Company not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsSecurities without complying with the provisions of this Agreement and without causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Investor acknowledges that the certificates evidencing the Common Shares, the Warrant, and the Warrant Shares will be imprinted with a legend that prohibits their transfer except in accordance therewith. The Investor acknowledges that there may occasionally be times when the Company determines that it must suspend the use of the Prospectus forming a part of the Registration Statement, as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing ProspectusSection 7.2(c). 5.4. The Investor further represents and warrants to, and covenants with, the Company that (a) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Investors herein may be legally unenforceable. 5.5. The Investor has not, during the 15 days prior to the enforceability date of this Agreement, directly or indirectly, traded in the Common Stock or established any hedge or other position in the Common Stock that is outstanding on the Closing Date and that is designed to or could reasonably be expected to lead to or result in a direct or indirect sale, offer to sell, solicitation of offers to buy, disposition of, loan, pledge or grant of any rights right with respect to indemnification (collectively, a "Disposition") by the Investor or contribution that may be violative any other person or entity. Such prohibited hedging or other transactions would include without limitation effecting any short sale or having in effect any short position (whether or not such sale or position is against the box and regardless of the public policy underlying when such position was entered into) or any lawpurchase, rule sale or regulation grant of any right (including without limitation any federal put or state securities lawcall option) with respect to the Common Stock or with respect to any security (other than a broad-based market basket or index) that includes, rule relates to or regulation)derives any significant part of its value from the Common Stock. The Investor acknowledges that the Securities shall bear a restrictive legend to the effect that the Securities have not been registered under the Securities Act and such Securities may not be sold or transferred in the absence of an effective registration statement or pursuant to an available exemption from registration. 4.4 5.6. The Investor understands that nothing in the Exchange Act Documents, this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Securities constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation advisors, as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, hereby represents and warrants to, and agrees covenants with, the Company as follows: 5.1 (i) The Investor is an “accredited investor” as defined in Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is knowledgeablehas the knowledge, sophisticated sophistication and experienced in makingexperience necessary to make, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsCommon Stock and Warrants, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Common Stock and Warrants, including without limitation, the Memorandum and the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003, delivered to the Investor; (bii) has answered all questions the Investor is acquiring the number of shares of Common Stock and Warrants set forth on the Signature Page signature page hereto for its own account for investment only and with no present intention of distributing any of the shares of Common Stock, Warrants and shares of Common Stock issuable upon exercise of the Warrants, in violation of the Securities Act or any arrangement or understanding with any other persons regarding the distribution of the shares of Common Stock, Warrants and the shares of Common Stock issuable upon exercise of the Warrants; (iii) the Investor Questionnaire will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Common Stock, Warrants and shares of Common Stock issuable upon exercise of the Warrants except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has filled in all requested information on the signature page hereto for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date Date; (v) the Investor will notify the Company promptly of any change in any of such information until such time as the Investor has sold all of its Common Stock, Warrants and shares of Common Stock issued upon exercise of the Warrants or until the Company is no longer required to keep the Registration Statement effective; and (cvi) the Investor has, in connection with its decision to purchase the number of Units shares of Common Stock and Warrants set forth on the Signature Pagesignature page hereto, has received and is relying relied only upon the Disclosure Package SEC Documents, other publicly available information and the documents incorporated by reference therein representations and warranties of the Offering Information. (a) Company contained herein. The Investor understands that its acquisition of the Common Stock and Warrants has not been registered under the Securities Act or registered or qualified under any state securities laws in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements and covenants of the Investor set forth in this Agreement and the bona fide nature of the Investor’s investment intent as expressed herein. 5.2 The Investor acknowledges that the Company has represented that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesCommon Stock and Warrants, or possession or distribution of offering materials in connection with the issue issuance of the Securities Common Stock and Warrants, in any jurisdiction outside the United States where action for that purpose is required, (b) if . If the Investor is located or domiciled outside the United States, States it will agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities the shares of Common Stock and Warrants or has in its possession or distributes any offering material, in all cases at its own expense and (c) expense. 5.3 The Investor hereby covenants with the Placement Agent is Company not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsCommon Stock and Warrants without complying with the provisions of this Agreement, including Section 7.2 hereof, provided that the Company complies with its obligations under Section 7.1, without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, if applicable, and the Investor acknowledges that the certificates evidencing the Common Stock and Warrants will be imprinted with a legend that prohibits their transfer except as set forth or incorporated by reference in accordance therewith. The Investor acknowledges that there may occasionally be times when the Base Prospectus or Company, based on the advice of its counsel, determines that, subject to the limitations of Section 7.2, it must suspend the use of the Prospectus Supplement forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the SEC or any Issuer Free Writing until the Company has amended or supplemented such Prospectus. 5.4 The Investor further represents and warrants to, and covenants with, the Company that (ai) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, Agreement and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification and contribution agreements of the Investors herein may be legally unenforceable. 5.5 Investor will not, prior to the enforceability effectiveness of the Registration Statement, directly or indirectly, sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to (collectively, a “Disposition”), the Common Stock of the Company in violation of the Securities Act, nor will Investor engage in any hedging or other transaction which is designed to or could reasonably be expected to lead to or result in a Disposition of Common Stock of the Company by the Investor or any other person or entity in violation of the Securities Act. Such prohibited hedging or other transactions would include without limitation effecting any short sale or having in effect any short position (whether or not such sale or position is against the box and regardless of when such position was entered into) or any purchase, sale or grant of any rights right (including without limitation any put or call option) with respect to indemnification or contribution that may be violative the Common Stock of the public policy underlying Company or with respect to any lawsecurity (other than a broad-based market basket or index) that includes, rule relates to or regulation (including derives any federal significant part of its value from the Common Stock of the Company. The Investor acknowledges that the Common Stock, Warrants and shares of Common Stock issuable upon exercise of the Warrants shall bear a restrictive legend to the effect that the Common Stock, Warrants and Common Stock issuable upon exercise of the Warrants have not been registered under the Securities Act of 1933, as amended and such securities may not be sold or state securities law, rule transferred in the absence of an effective registration statement or regulation)pursuant to an exemption from registration. 4.4 5.6 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Common Stock and Warrants constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. the Common Stock and Warrants. 5.7 The Investor also understands that there is no established public trading market for shall hold in strict confidence all information concerning this Agreement and the Offering of the Common Stock and Warrants being offered in until the Offering, and that earlier of such time as the Company does not expect such has made a market to develop. In additionpublic announcement concerning this Agreement or the Offering of the Common Stock and Warrants. 5.8 If the Investor is an individual, the Company does Investor certifies that he or she is not intend nor to apply for listing his or her knowledge has been designated, a “suspected terrorist” as defined in Executive Order 13224. If the Warrants on any securities exchange. Without an active marketInvestor is a corporation, trust, partnership, limited liability company or other organization, the liquidity Investor certifies that, to the best of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offeringits knowledge, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legalbeen designated, accounting and other advisors that are subject to an obligation of confidentiality) and has is not engaged owned or controlled by, a “suspected terrorist” as defined in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities)Executive Order 13224. The Investor covenants hereby acknowledges that it will not engage in any transactions involving the securities Company seeks to comply with all applicable laws covering money laundering and related activities. In furtherance of those efforts, the Investor hereby represents, warrants and agrees that: (a) none of the Company (including Short Sales) cash or disclose any information about property that the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior Investor will pay or will contribute to the time Company has been or shall be derived from, or related to, any activity that is deemed criminal under United States law; and (b) no contribution or payment by the transactions contemplated by this Agreement Investor to the Company, to the extent that they are publicly disclosedwithin the Investor’s control, shall cause the Company to be in violation of the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001. The Investor shall promptly notify the Company if any of these representations ceases to be true and accurate regarding the Investor. The Investor agrees to provide the Company any additional information regarding the Investor that the Company deems necessary or convenient to ensure compliance with all applicable laws concerning money laundering and similar activities. The Investor understands and agrees that if at any time it will not use is discovered that any of the Securities acquired pursuant foregoing representations are incorrect, or if otherwise required by applicable law or regulation related to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations hereinmoney laundering similar activities, the Investor does not agree Company may undertake appropriate actions to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to ensure compliance with applicable federal law or state securities lawsregulation, rules or regulationsincluding but not limited to segregation and/or redemption of the Investor’s investment in the Company. The Investor further understands that the Company may release confidential information about the Investor and, if applicable, any underlying beneficial owners, to proper authorities if the Company, in its sole discretion, determines that it is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any best interest of the SecuritiesCompany in light of relevant rules and regulations under the laws set forth in subsection (b) above.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (bii) the Investor is acquiring the number of Shares set forth on the Signature Page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and Exhibit B is expressly incorporated herein by reference; (cv) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Units Shares set forth on the Signature Pagesignature page hereto, has received and is relying relied only upon the Disclosure Package Company Information provided to the Investor by the Company in contemplation of this offering and the documents incorporated by reference therein representations and warranties of the Offering Information. Company contained herein. The Investor has carefully considered the potential risks relating to the Company and a purchase of the Shares, and fully understands that the Shares are speculative investments which involve a high degree of risk of loss of the Investor's entire investment. The Investor understands that (a) its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, (b) that the Shares therefore cannot be resold unless they are registered under the Act or when an exemption from registration is available, and (c) that the certificates for the Shares will bear a legend stating that they have not been registered under federal or state securities law and cannot be resold unless they are registered or an exemption from registration is available. 5.2 The Investor understands acknowledges, represents and acknowledges agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Securities Shares, in any jurisdiction outside the United States where action for that purpose is required, (b) if the . Each Investor is outside the United States, it States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense expense. The Investor acknowledges, represents and (c) agrees that the Placement Agent is not authorized to make and has not made any representation, disclosure representation or use of any information in connection with the issue, placement, purchase and sale of the UnitsShares. 5.3 The Investor hereby covenants with the Company not to make any sale of the Shares without complying with the provisions of this Agreement, including Section 7.2 hereof, and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except as set forth or incorporated by reference in accordance therewith. The Investor acknowledges that there may occasionally be times when the Base Prospectus or Company, based on the advice of its counsel, determines that it must suspend the use of the Prospectus Supplement forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the SEC or any Issuer Free Writing until the Company has amended or supplemented such Prospectus. 5.4 The Investor further represents and warrants to, and covenants with, the Company that (ai) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and legally binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Investors herein may be legally unenforceable. 5.5 The Investor will not, prior to the enforceability effectiveness of the Registration Statement, sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to (collectively, a "Disposition"), the Common Stock of the Company, nor will Investor engage in any hedging or other transaction which is designed to or could reasonably be expected to lead to or result in a Disposition of Common Stock of the Company by the Investor or any other person or entity. Such prohibited hedging or other transactions would include, without limitation, effecting any short sale or having in effect any short position (whether or not such sale or position is against the box and regardless of when such position was entered into) or any purchase, sale or grant of any rights right (including, without limitation, any put or call option) with respect to indemnification or contribution that may be violative the Common Stock of the public policy underlying Company or with respect to any lawsecurity (other than a broad-based market basket or index) that includes, rule relates to or regulation (including derives any federal or state securities law, rule or regulation)significant part of its value from the Common Stock of the Company. 4.4 5.6 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedShares. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. 5.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and the Placement Agent that: 4.1 The Investor (a) is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, to investments in securities shares presenting an investment decision like that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Units; (bii) the Investor is acquiring the Units in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any Shares or Warrant Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares and Warrant Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares and Warrant Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page and signature page hereto for use in preparation of the Investor Questionnaire Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date Date; (v) the Investor has reviewed copies of the SEC Filings; (vi) the Investor has had an opportunity to ask questions and receive answers from the management of the Company regarding the Company, its business and the Offering of the Units; (vii) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares and Warrant Shares or until the Company is no longer required to keep the Registration Statement effective; and (cviii) the Investor has, in connection with its decision to purchase the number of Units set forth on the Signature PageUnits, has received and is relying relied only upon the Disclosure Package Placement Memorandum and the documents incorporated by reference therein representations and warranties of the Offering InformationCompany contained herein. Investor understands that its acquisition of the Units has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire attached as Exhibit B to the Placement Memorandum, which questionnaire is true and correct in all material respects. (a) 5.2 The Investor understands acknowledges, represents and acknowledges agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering offering, sale or delivery of the Securities, Units or possession or distribution of offering materials in connection with the issue of the Securities in any jurisdiction Units. Each Investor outside the United States where action for that purpose is required, (b) if the Investor 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 Securities Units or has in its possession or distributes any offering material, in all cases at its own expense and (c) expense. 5.3 The Investor hereby covenants with the Placement Agent is Company not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsShares or Warrants without complying with the provisions of this Agreement, including Section 7.2 hereof, and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Investor acknowledges that the certificates evidencing the Shares and Warrants will be imprinted with a legend that prohibits their transfer except in accordance therewith. The Investor acknowledges that there may occasionally be times when the Company determines that it must suspend the use of the Prospectus forming a part of the Registration Statement, as set forth or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing ProspectusSection 7.2(c). 5.4 The Investor further represents and warrants to, and covenants with, the Company that (ai) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability indemnification agreements of any rights to indemnification or contribution that the Investors herein may be violative legally unenforceable. 5.5 Investor will not use any of the public policy underlying restricted Shares or Warrants acquired pursuant to this Agreement to cover any law, rule or regulation (including any federal or state short position in the Common Stock of the Company if doing so would be in violation of applicable securities law, rule or regulation)laws. 4.4 5.6 The Investor understands that nothing in the Placement Memorandum, this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limited. 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions involving the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, represents and warrants to, and agrees with, the Company and the Placement Agent that: 4.1 (a) The Investor (ai) 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 UnitsInvestor Shares, including investments in securities issued by the Company and investments in comparable companies, (bii) has answered all questions on the Signature Page and the Investor Questionnaire signature pages hereto and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (ciii) in connection with its decision to purchase the number of Units set forth on the Signature PageInvestor Shares, has received (or otherwise had made available to it by the filing by the Company of an electronic version thereof with the Commission) prior to or in connection with the receipt of this Subscription Agreement, and is relying only upon the Disclosure Package and (including the documents incorporated by reference therein and therein) in making its decision to purchase the Offering InformationInvestor Shares. (ai) The Investor understands and acknowledges that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of the Securities in any jurisdiction outside the United States where action for that purpose is required, (b) if If the Investor 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 Securities Investor Shares or has in its possession or distributes any offering material, in all cases at its own expense and (cii) no agent of the Placement Agent is not Company has been authorized to make and no such agent has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the UnitsInvestor Shares, except as set forth in or incorporated by reference in the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing Prospectusas otherwise contemplated by this Subscription Agreement. (ac) (i) The Investor has full right, power, authority and capacity to enter into this Subscription Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Subscription Agreement, and (bii) this Subscription Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 (d) The Investor Shares to be purchased by the Investor hereunder will be acquired for the Investor’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to the Investor’s right at all times to sell or otherwise dispose of all or any part of such Investor Shares in compliance with applicable federal and state securities laws. If the Investor is an affiliate of the Company (within the meaning of Rule 144 promulgated under the Securities Act), the Investor acknowledges and understands that the Investor Shares may not be resold by the Investor 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) The Investor understands that nothing in this Subscription Agreement, the Prospectus, the Disclosure Package, the Offering Information Package or any other materials presented to the Investor in connection with the purchase and sale of the Units Investor Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedShares. 4.5 (f) Since the date on which the Placement Agent Company or its agents first contacted the such Investor about the Offering, the Investor has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with the Investor, disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentialityadvisors) and has not or engaged in any transactions involving in the securities of the Company (including, without limitationlimitations, any Short Sales short sales (as defined in Rule 200(a) of Regulation SHO) involving the Company’s securities). The Investor covenants that neither it nor any person acting on its behalf or pursuant to any understanding with it will not engage in any transactions involving in the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentialityshort sales) prior to the time that the transactions contemplated by this Subscription Agreement are publicly disclosed. (g) On or before the Closing Date, the Investor will deliver to the Company an executed lock-up agreement in form and substance acceptable to the Company. The Investor agrees understands that it will not use any of in connection with the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (but shall not be deemed to include the location and/or reservation borrowable shares of Common Stock). 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations hereinOffering, the Investor does not agree to hold any of Other Investors will execute lock-up agreements that are the Securities for any minimum or other specific term and reserves same in all material respects as the right to resell or otherwise dispose of lock-up agreement executed by the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the SecuritiesInvestor.

Representations, Warranties and Covenants of the Investor. 4.1 The Investor acknowledges, represents and warrants to, and agrees covenants with, the Company and the Placement Agent that: 4.1 The Investor that (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the UnitsShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares, (b) the Investor has answered all questions on the Signature Page and the Investor Questionnaire attached as Exhibit A attached hereto for use in preparation of the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) the Investor, in connection with its decision to purchase the number of Units Shares set forth on the Signature Page, has received and is relying relied only upon any or all of the Disclosure Package following: the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Company’s regular reports on Forms 10-K, 10-Q and 8-K as filed by the Company with the Commission, any Time of Sale Information (as defined in the Agency Agreement) provided to the Investor and the documents incorporated by reference therein representations and warranties of the Offering InformationCompany contained herein. (a) 4.2 The Investor understands acknowledges, represents and acknowledges agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the any Placement Agent that would permit an offering of the SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Securities Shares in any jurisdiction outside the United States where action for that purpose is required, (b) if the . Each Investor is outside the United States, it States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense and (c) the expense. The Placement Agent is Agents are not authorized to make and has have not made any representation, disclosure representation or use of any information in connection with the issue, placement, purchase and sale of the UnitsShares, except as set forth or incorporated by reference in the Registration Statement, the Base Prospectus or Prospectus, the Prospectus Supplement or any Issuer Free Writing Prospectusthe Time of Sale Information (as defined in the Agency Agreement). 4.3 The Investor further represents and warrants to, and covenants with, the Company that (a) The the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability indemnification agreements of any rights to indemnification or contribution that the Investors herein may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation)legally unenforceable. 4.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Units Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedShares. 4.5 Since the date on which the Company or the Placement Agent first contacted the such Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors that are subject to an obligation of confidentiality) and has not engaged in any transactions involving in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving the Company’s securities). The Each Investor covenants that it will not engage in any transactions involving in the securities of the Company (including Short Sales) or disclose any information about the Offering (other than to its legal, accounting and other advisors that are subject to an obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Each Investor agrees that it will not use any of the Securities Shares acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (but shall not be deemed to include as defined in Rule 16a-1(h) under the location and/or reservation borrowable shares of Common StockExchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.

Representations, Warranties and Covenants of the Investor. The Investor acknowledges, acknowledges and represents and warrants to, and agrees with, the Company and the Placement Agent that: 4.1 The Investor (a) 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 Units, including investments in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c) in connection with its decision to purchase the number of Units set forth on the Signature Page, has received and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information. (a) The Investor understands acknowledges its understanding and acknowledges agreement that no action has been or will be taken the Shares are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being offered in a transaction not involving any jurisdiction outside public offering within the United Unites States by within the Company or the Placement Agent that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue meaning of the Securities in Act, that the Shares have not been registered under the Securities Act or the securities laws of any jurisdiction outside and, unless so registered, may not be sold except as exempt from registration under the United States where action for that purpose is required, Securities Act. (b) if The Investor acknowledges its understanding that the Investor 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 Securities or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Placement Agent is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set forth or incorporated by reference in Shares is intended to be exempt from registration under the Base Prospectus or the Prospectus Supplement or any Issuer Free Writing Prospectus. (a) The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 The Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information or any other materials presented to the Investor in connection with the purchase and sale of the Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Units. The Investor also understands that there is no established public trading market for the Warrants being offered in the Offering, Securities Act and that the Company does not expect is relying on the Investor’s representations and warranties in connection with such a market to develop. In addition, the Company does not intend to apply for listing the Warrants on any securities exchange. Without an active market, the liquidity of the Warrants will be limitedexemption. 4.5 Since (c) At the date on which the Placement Agent first contacted time the Investor about was offered the OfferingShares, the Investor was and, as of the date hereof, the Investor is an “accredited investor” as defined in Rule 501(a) under the Securities Act (and has not disclosed any information regarding executed and delivered to the Offering to any third parties (other than Company its legalInvestor Questionnaire, accounting which the Investor represents and other advisors that are subject to an obligation of confidentialitywarrants is true, correct and complete) and has not engaged in any transactions involving a substantive, pre-existing relationship with the securities Company and the management of the Company Company. (includingd) The Investor is acquiring the Shares solely for the Investor’s own beneficial account (and not for the account of others), without limitationfor investment purposes, and not with a view towards, or resale in connection with, any Short Sales involving distribution of the CompanyShares in violation of the Securities Act, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to the Investor’s securities). right at all times to sell or otherwise dispose of all or any part of such Shares in compliance with applicable federal and state securities laws. (e) The Investor covenants acknowledges that it will not engage can bear the economic risk and complete loss of its investment in any transactions involving the securities Shares and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Company investment contemplated hereby. (including Short Salesf) The Investor understands and agrees that certificates or disclose any information about book-entry notations for the Offering (other than to its legalShares shall bear or reflect, accounting and other advisors that are subject to an obligation of confidentiality) prior as applicable, a legend substantially similar to the time following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS SET FORTH IN A SECURITIES PURCHASE AGREEMENT, DATED AUGUST 19, 2021, COPIES OF WHICH ARE ON FILE WITH THE COMPANY.” (g) The Investor did not learn of the investment in the Shares as a result of any general solicitation or general advertising. (h) Except for any fees or expenses that may be payable to SVB Leerink LLC and/or ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., no Person (as defined below) will have, as a result of the transactions contemplated by this Agreement are publicly disclosed. The Agreement, any valid right, interest or claim against or upon the Company or the Investor agrees that it will not use for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities lawsInvestor. For the purposes hereofof this Agreement, “Short SalesPerson” includemeans an individual, without limitationcorporation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Actpartnership, (but shall limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not be deemed to include the location and/or reservation borrowable shares of Common Stock)specifically listed herein. 4.6 The Investor is acquiring the Securities for its own account, not as a nominee or agent; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to resell or otherwise dispose of the Securities at any time, subject to compliance with applicable federal or state securities laws, rules or regulations. The Investor is acquiring the Securities hereunder in the ordinary course of its business and does not presently have any agreement or understanding, directly or indirectly, with any third party to acquire, sell, transfer, or distribute any of the Securities.