Common use of ACKNOWLEDGEMENTS OF THE PARTIES Clause in Contracts

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless prior thereto the Investorshall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEOName: Title: Member By: Name: Title:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇Name: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. Title: Member By: /s/ ▇▇▇▇▇▇ ▇’▇▇▇, Director By:/s/ J. ▇▇ Name: ▇▇▇▇▇▇ ▇’▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEOTitle: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's ’s common stock at any time during this Agreementa Pricing Period; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiB) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivC) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through and (iiiB) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP ADVANCED LIFE SCIENCES HOLDINGS, INC. By: /s/ ▇, Director By:/s/ J. ▇▇▇▇▇▇ ▇. ▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, CEOPh.D. Chairman of the Board and Chief Executive Officer By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇ President and Chief Financial Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇S▇▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. Title: Member By: /s/ R▇▇▇▇▇ ▇▇▇▇▇, ▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇ Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ By:/s/ G▇▇▇▇ ▇▇▇▇▇ ▇. Name: G▇▇▇▇ ▇▇▇▇▇ Title: Managing Partner By:/s/ D▇▇▇▇▇ ▇▇▇▇▇▇ Name: D▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO▇ Title: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇Name: Title: Member By: Tie ▇▇▇▇▇ ▇. ▇ Name: Tie “▇▇▇▇▇▇” ▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, Title: Chairman & CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights this Equity Financing Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: ____/s/ ▇▇▇▇ ▇▇▇▇▇▇ ____________________ Name: ▇. ▇▇▇ ▇▇▇▇▇▇ Title: Member By: ____/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ___________________ Name: ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Operating Officer, CEODirector & Treasurer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇Name: Title: Member By: Name: Z▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEOTitle: CEO and Chairman

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ M▇▇▇ ▇▇▇▇▇▇ M▇. ▇▇ ▇▇▇▇▇▇ ,Managing Member By: /s/ S▇▇▇▇▇ ▇▇▇▇▇▇▇▇ S▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEOChief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on or before the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Managing Member of: Dutchess Capital Management, II, LLC; General Partner to: Dutchess Opportunity Fund, II, ▇, Director By:/s/ J. ▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Chief Executive Officer and President By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ J. ▇. ▇▇▇▇ ▇▇▇▇▇, CEOChief Financial Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short or engage in hedging transactions with regard to, the Company's common stock ’s Common Stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction DocumentsFinancing Agreements; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page signature page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights this Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment this Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇Giangi ▇▇▇▇▇ ▇. Name: Giangi ▇▇▇▇▇ Title: Manager By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. Name: ▇▇▇▇ ▇▇▇▇▇, CEO▇▇▇ Title: Chief Executive Officer EXHIBIT A Form of Registration Rights EXHIBIT B Form of Drawdown Notice EXHIBIT C Drawdown Settlement Sheet Date:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short or engage in hedging transactions with regard to, the Company's common stock ’s Common Stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction DocumentsFinancing Agreements; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page signature page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights this Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment this Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇B▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇ Name: B▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ . ▇▇▇▇▇, CEO▇▇▇▇▇ Title: Chief Executive Officer By: /s/ Name: Title:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO.

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Member By: /s/ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ Name: ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: _/s/ ▇▇▇▇▇Ma▇▇ ▇. ▇▇▇▇▇▇rober____ Name: Ma▇▇ ▇▇▇▇▇▇ Title: _Member____________ By: /s/ Ge▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇ Name: Ge▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, Title: _CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short or engage in hedging transactions with regard to, the Company's common stock ’s Common Stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction DocumentsFinancing Agreements; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page signature page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights this Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment this Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇_________________________________ Name: Title: By: __________________________________ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEOTitle: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless prior thereto the Investorshall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ :____________________________ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ By:__________________________________ J. ▇▇▇▇ ▇▇▇▇▇, CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: : (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; ; (ii) the Company shall, by 8:30 a.m. Boston Eastern US Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; ; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Managing Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. By: /s/ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ - CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ _______________________ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ By: _______________________ ▇▇▇▇▇ J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, CEOPresident

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO.

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. Member By: B▇▇▇▇ ▇▇▇▇▇, CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. Title: Managing Member By: Name: ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEOTitle: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ N▇▇▇ ▇▇▇▇▇▇▇▇ ▇. Name: N▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Member By: /s/ R▇▇▇▇▇▇ ▇▇▇▇▇ Name: R▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEOTitle: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's ’s common stock short at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP By: T▇▇ ▇▇▇▇▇▇ Chairman of the Board and Chief Executive Officer By: R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO. Chief Operating Officer and Chief Financial Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiB) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivC) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiB) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇DO▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇Do▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Managing Member of: Dutchess Capital Management, Director By:/s/ J. ▇▇▇▇ II, LLC General Partner to: Dutchess Opportunity Fund II, LP FreeSeas, Inc. By: /s/ AL▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇▇▇ Al▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, CEOChief Financial Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this AgreementAgreement or trade in the Company’s securities while in possession of material non-public information; (ii) the Company shall, by 8:30 a.m. Boston Time on EST no later than the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEOName: Title: By: Name: Title:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ N▇▇▇ ▇▇▇▇▇▇▇▇ Name: N▇. ▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Member By: /s/ J▇▇▇▇▇ ▇▇▇▇▇▇ Name: J▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO▇ Title: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. D▇▇▇▇ ▇▇▇▇▇▇, CEOPresident

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ M▇▇▇ ▇▇▇▇▇▇ ▇. Name: M▇▇▇ ▇▇▇▇▇▇ Title: Member By: /s/ R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. Name: R▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iI) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this AgreementAgreement and will comply with all applicable laws, regulations and rules; (iiII) the Company shall, by 8:30 a.m. Boston Eastern Time on the trading fourth business day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiIII) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivIV) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iI) through (iiiIII) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on IN WITNESS WHEREOF, the parties hereto have caused this Signature Page evidences your agreement Investment Agreement to be bound duly executed by the terms and conditions of the Investment Agreement and the Registration Rights Agreement their respective authorized signatories as of the date first written indicated above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms/s/ ▇▇▇▇▇▇▇. By: /s/ H. Leighton_______ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Managing Member of: Dutchess Capital Management, LLC General Partner to: Dutchess Equity Fund, LP /s/ ▇▇▇▇▇▇ ▇. Lorsch___ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇Chairman, President & CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's ’s common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. PHI GROUP INVESTMENT AGREEMENT MARCH 2017 25 Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer By: /s/ H▇, Director By:/s/ J. ▇▇▇ ▇. F▇▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEOD. Fahman Chief Executive Officer PHI GROUP INVESTMENT AGREEMENT MARCH 2017 26

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇S▇▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇Title: Member By: /s/ A▇▇ ▇▇▇▇ Name: A▇▇ ▇▇, CEO▇▇ Title: President

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-non- public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇Name: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. Title: Member By: /s/ ▇▇▇▇▇▇ ▇’▇▇▇, Director By:/s/ J. ▇▇ Name: ▇▇▇▇▇▇ ▇’▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEOTitle: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. BLUU.INVESTMENT AGREEMENT.SEPTEMBER.2013 Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇Managing Member of: Dutchess Capital Management, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇II, CEOLLC General Partner to: Dutchess Opportunity Fund, II, LP By:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO.

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. Name: Title: By: /s/ Name: ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEOTitle: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP By: /s/ R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO. Chief Operating Officer and Chief Financial Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short or hedge the Company's ’s common stock at any time during this Agreementthe Open Period; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights this Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment this Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEOName: Title: By: Name: Title:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: : (iA) the Investormakes The Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; ; (iiB) the The Company shall, by 8:30 a.m. Boston Eastern US Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; ; (iiiC) the The Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and and (ivD) the The Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO.

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the second trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. ByName: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇Title: Senior Managing Member Name: ▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEOTitle: President

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on or before the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ________________________________ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Managing Member of: Dutchess Capital Management, II, LLC; General Partner to: Dutchess Opportunity Fund, II, LP By: ________________________________ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO▇▇▇ Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Managing Member of: Dutchess Capital Management, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇II, LLC General Partner to: Dutchess Opportunity Fund, II, LP PLAYERS NETWORK By: /s/ M▇▇▇ ▇▇▇▇▇, CEO▇▇ M▇▇▇ ▇▇▇▇▇▇▇ Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on or before the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Managing Member of: Dutchess Capital Management, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇II, CEOLLC General Partner to: Dutchess Opportunity Fund, II, LP By: /s/ Massimiliano Pozzoni Massimiliano Pozzoni, Chief Executive Officer & President

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell directly or indirectly through its affiliates, principals or advisors short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Company's common stock Common Shares at any time during this Agreementthe Open Period; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file shall comply with its obligations under Section 5.8 in a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documentstimely manner; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇Alternative Credit Fund LP By: /s/ Timo ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: Title: By: /s/ ▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇ Name: ▇▇ J. ▇▇▇▇▇ ▇▇▇▇▇, ▇ Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K 8 -K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-non - public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP By: /s/ ▇, Director By:/s/ J. ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇ J. . ▇▇▇▇▇ ▇▇▇▇▇, CEOPresident and Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Member By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. Name: ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEOTitle: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Managing Member of: Dutchess Capital Management, Director By:/s/ J. II, LLC General Partner to: Dutchess Opportunity Fund, II, LP By: /s/ ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇S▇▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. Title: Member By: /s/ S▇▇▇▇▇ ▇▇▇▇ Name: S▇▇, CEO▇▇▇ ▇▇▇▇ Title: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock short at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Managing Member of: Dutchess Capital Management, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇II, LLC General Partner to: Dutchess Opportunity Fund, II, LP By: /s/ T▇▇ ▇▇▇▇▇▇ T▇▇ ▇▇▇▇▇▇ Chairman of the Board and Chief Executive Officer By: /s/ R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CEO▇▇. R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Chief Operating Officer and Chief Financial Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short or engage in hedging transactions with regard to, the Company's common stock ’s Common Stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction DocumentsFinancing Agreements; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page signature page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights this Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment this Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇B▇▇ ▇▇▇▇▇ J. ▇▇Name: B▇▇ ▇▇▇▇▇, CEO▇ Title: Chief Executive Officer By: /s/ authorized signatory Name: Title:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇_________________________________ Name: ____________ Title: _____________ By: __________________________________ Name: L▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEOTitle: Chief Operating Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public nonpublic information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇Name: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. Title: Member By: /s/ ▇▇▇▇▇▇ ▇’▇▇▇, Director By:/s/ J. ▇▇ Name: ▇▇▇▇▇▇ ▇’▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEOTitle: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEOName: Title: Member By: Name: ________________ Title: ________________

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇_________________________________ Name: ____________ Title: _____________ By: __________________________________ Name: G▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEOTitle: President

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. Member By: /s/ ▇▇▇▇ ▇▇▇▇▇, CEO▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Chief Financial Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Managing Member of: Dutchess Capital Management, Director By:/s/ J. ▇II, LLC General Partner to: Dutchess Opportunity Fund, II, LP By: /s/ R▇▇▇ ▇▇▇▇▇ J. ▇R▇▇▇ ▇▇▇▇▇, CEO▇ Chief Financial Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇M▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇Name: M▇▇▇ ▇▇▇▇▇, CEO▇ Title: Member By: /s/ Z▇▇▇ ▇▇▇▇ Name: Z▇▇▇ ▇▇▇▇ Title: CEO and Chairman

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO_________________________________ Name: ____________ Title: _____________ By: __________________________________ Name: ____________ Title: ____________

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: : (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; ; (ii) the Company shall, by 8:30 a.m. Boston Eastern US Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; ; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO__________________________________

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ M▇▇▇ ▇▇▇▇▇▇ ▇. Name: M▇▇▇ ▇▇▇▇▇▇ Title: Member By: /s/ W▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. Name: W▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO▇▇ Title: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on or before the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ________________________________ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇▇▇, CEO, Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. (A) Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: : (iI) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement and the Investor will comply with the provisions of Section 9 of the 1934 Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock during the term of this Agreement; ; (iiII) the Company shall, by 8:30 a.m. Boston Time on the trading day following or before the date hereofwhich is four (4) Trading Days after the Execution Date, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in by the other Equity Line Transaction Documents; ; (iiiIII) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and and (ivIV) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO.

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. Title: Member By: /s/ ▇▇▇▇ ▇▇▇▇▇, CEO▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: President

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Managing Member of: Dutchess Capital Management, Director By:/s/ J. ▇▇▇▇ II, LLC General Partner to: Dutchess Opportunity Fund, II, LP BIOFLAMEX CORPORATION By: /s/ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chief Executive Officer (Principal Executive Officer)

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-non- public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Member By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ M▇▇▇ ▇▇▇▇▇▇ Name: M▇. ▇▇ ▇▇▇▇▇▇ Title: Member By: /s/ S▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ Name: S▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇_________________________________ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. Senior Managing Member By: __________________________________ ▇▇▇▇ ▇▇▇▇▇, CEO▇▇ Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ DUTCHESS OPPORTUNITY FUND, II, LP By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP MANNATECH, INCORPORATED By:/s/ ▇, Director By:/s/ J. ▇▇▇▇▇▇ ▇. ▇▇▇▇ J. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, CEO▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ Co-CEO and CFO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEOName: Title: By: Name: Title:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Member By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. Name: ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during the term of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ M▇▇▇ ▇▇▇▇▇▇ Name: M▇. ▇▇ ▇▇▇▇▇▇ Title: Managing Member By: /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: R▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO▇▇ Title: Court-appointed Receiver in #A-18-784952-C Acting under appointed and statutory authority

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, accurate and agrees to be bound by its terms. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Member By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. Name: ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇S▇▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. By: /s/ D▇▇▇▇ ▇▇▇▇▇ Name: D▇▇▇▇ ▇▇▇▇▇, CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. By: ▇▇▇▇▇▇ ▇. ▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ________________________________ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP By: _______________________________ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ , CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇/S/ M▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇Name: M▇▇▇ ▇▇▇▇▇, ▇ Title: Member By: Name: J▇▇▇▇ ▇. ▇’▇▇▇▇▇▇ Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto the contrary, the The parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock or engage in other activities that could manipulate the market for the Common Stock, in violation of Rule l0b-5 promulgated under the Securities Exchange Act of 1934, at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights this Agreement as of the date first written above. The undersigned signatory hereby certifies that he it has read and understands the Investment this Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. Title: Member By: /s/ ▇▇▇▇ ▇▇▇▇▇, CEO▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: CFO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ President and Chief Executive Officer By: ▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO▇▇ Chief Financial Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEOName: ______________ Title: Member By: Name: ______________ Title: ____________

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock Common Stock at any time during this Agreementthe Open Period; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file shall comply with its obligations under Section 5.8 in a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documentstimely manner; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your The parties’ signature on this Signature Page signature page evidences your their agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights this Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement parties herein are true and accurate, and agrees to be bound by its terms. TERRA FIRST ENTERPRISES INC. By: /s/ ▇▇▇▇▇▇ ▇. Cloud ▇▇▇▇▇▇ ▇. Cloud Chief Executive Officer RAINBOW CORAL CORP. By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO▇ President

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Member By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. Name: ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO▇ Title: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. Senior Managing Member By: /s/ ▇▇▇▇ ▇▇▇▇▇, CEO▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. By: /s/ ▇▇▇▇▇▇▇ Long_ ▇▇▇▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Member By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇, Director By:/s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ . ▇▇▇▇▇, ▇▇▇ Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiB) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivC) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiB) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ T▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ T▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ Managing Member By: /s/ ION G. ▇▇▇▇▇▇▇▇▇▇ Ion G. ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board, Chief Executive Officer and President By: /s/ A▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. A▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇▇▇, CEOChief Financial Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, accurate and agrees to be bound by its terms. By: Name: Title: Member By: /s/ Tie “▇▇▇▇▇” ▇▇ ▇. Name: Tie “▇▇▇▇▇▇” ▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, Title: Chairman & CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto the contrary, the The parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock or engage in other activities that could manipulate the market for the Common Stock, in violation of Rule l0b-5 promulgated under the Securities Exchange Act of 1934, at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights this Agreement as of the date first written above. The undersigned signatory hereby certifies that he it has read and understands the Investment this Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇Title: President By: /s/ ▇▇▇ ▇▇▇▇▇ J. ▇Name: ▇▇▇ ▇▇▇▇▇, ▇ Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the date which is four (4) trading day following days after the date hereofexecution of this Agreement, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction DocumentsInvestment Agreement; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Artfest International, Inc. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Ben Kaplan_______________________ ▇▇▇ ▇▇▇▇▇▇▇ ▇. , managing Member By: /s/ ▇▇▇▇▇▇ Vakser___________________ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇CEO Artfest International, CEOInc.

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇Grober____________________ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. Title: Member By: /s/ ▇▇▇▇▇▇ O’Leary__________________ Name: ▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇’▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: : (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; ; (ii) the Company shall, by 8:30 a.m. Boston Eastern US Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; ; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. {00006735 } Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Managing Director By:/s/ J. By: ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEOChief Executive Officer {00006735 }

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not no sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ :____________________________ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. By:__________________________________ ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇▇▇, CEOChief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line At-the-Market Financing Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Managing Member By: /s/ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. Name: ▇▇▇▇▇ ▇▇▇▇▇, CEO▇ Title: President

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ :____________________________ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. By:__________________________________ ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's ’s common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. AZURE.PHIL.INVESTMENT AGREEMENT.AUGUST.2017 24 Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer Azure Capital By: /s/ H▇, Director By:/s/ J. ▇▇▇ ▇. F▇▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEOD. Fahman Chief Executive Officer AZURE.PHIL.INVESTMENT AGREEMENT.AUGUST.2017 25

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Member By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. Name: ▇▇▇▇ ▇▇▇▇▇, ▇▇ Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ M▇▇▇ ▇▇▇▇▇▇ Name: M▇. ▇▇ ▇▇▇▇▇▇ Title: Managing Member By: /s/ S▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ Name: S▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Member By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. Name: ▇▇▇▇ ▇▇▇▇▇, CEO▇▇ Title: President

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇_________________________________ Name: Title: Member By: __________________________________ Name: G▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEOTitle: President