Common use of Private Placement Clause in Contracts

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Bridge Notes and Warrants, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof, respectively, under the Securities Act or (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof under the Securities Act or cause the offering thereof to be integrated with other offerings if, as a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Private Placement. Neither (a) To the Company nor any Knowledge of its Subsidiaries HBI, as of the date of this Agreement, thirty-five (35) or affiliates, nor any Person acting on its or their behalf, (i) has engaged in any form less holders of general solicitation or general advertising (HBI Stock are not an “accredited investor” within the meaning of Regulation D Rule 501(a) (“Accredited Investor”) promulgated under the Securities Act of 1933, as amended (the “Securities Act) in connection with ”), and, to the offer or sale best of HBI’s knowledge, all of the Bridge Notes holders of HBI Stock have such knowledge and Warrantsexperience in financial and business matters that such holder is capable of evaluating the merits and risks of the receipt of the Merger Consideration. (b) Except as set forth on Confidential Schedule 3.42, to the Knowledge of HBI, all holders of HBI Stock are residents of the state of Texas as of the date of this Agreement. (c) HBI acknowledges that it has had the opportunity to conduct due diligence with respect to TCB and its Subsidiaries and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of TCB concerning any matter; (ii) hasaccess to information about TCB and its financial condition, directly results of operations, business, properties, management and prospects sufficient to enable it to evaluate the Merger; and (iii) the opportunity to obtain such additional information that TCB possesses or indirectlycan acquire without unreasonable effort or expense that is necessary to make an informed decision with respect to the Merger. HBI has sought such accounting, made any offers or sales legal and tax advice as it has considered necessary to make an informed decision with respect to the Merger. (d) HBI acknowledges that shares of any security or solicited any offers to buy any securityTCB Stock issued as Merger Consideration will be issued in reliance upon an exemption from the registration requirements under the Securities Act and/or the Texas Securities Act, under any circumstances that would require registration including Section 4(a)(2) of the Bridge NotesSecurities Act and Regulation D promulgated thereunder, Warrants will be subject to the restrictions and Common Stock issuable upon limitations on transfer set forth under such laws and will bear appropriate restrictive legends, in the exercise thereofform determined by TCB, respectively, to reflect that the shares are not registered under the Securities Act or (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof under the Securities Act or cause the offering thereof to be integrated with other offerings if, as a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be exempt from the registration requirements of the Texas Securities Act.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, Investor understands and acknowledges that: (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D The Securities that it is acquiring under this Agreement are being sold pursuant to an exemption from registration under the Securities Act) . The Company may require additional information from Investor in connection respect of matters under such exemption from registration under the Securities Act, and the Investor shall provide such reasonably requested information to the Company on a timely basis so that the Company may comply with the offer or sale of the Bridge Notes and Warrants, requirements thereunder. (ii) hasIts representations and warranties contained herein (including the accompanying Investor Questionnaire) are being relied upon by the Company as a basis for such exemption under the Securities Act and under the State Securities Laws. Investor further understands that, directly unless it notifies the Company in writing to the contrary at or indirectlybefore the Closing Time, the Investor’s representations and warranties contained in this Agreement will be deemed to have been automatically (and without any further action of the Investor) reaffirmed and confirmed as of the Closing Time, taking into account all information received by the Investor. Investor agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons, and agents harmless, and to indemnify them against any and all liabilities, costs, and expenses incurred by them as a result of (A) any misrepresentation made by the Investor contained in this Agreement or the accompanying Investor Questionnaire; (B) any sale or distribution by the Investor in violation of the Securities Act or any applicable state securities or “blue sky” laws; or (C) any untrue statement of a material fact made by the Investor and contained herein. (iii) No U.S. state or federal agency or any other securities regulator of any state or country has passed upon or made any offers recommendation or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration endorsements of the Bridge Notes, Warrants merits or risks of an investment in the Securities or made any finding or determination as to the fairness of the terms of the offering of the Securities or any recommendation or endorsement thereof. (iv) The Securities are “restricted securities” under applicable federal securities laws and Common Stock issuable upon that the exercise thereof, respectively, Securities Act and the rules of the U.S. Securities and Exchange Commission (the “SEC”) provide in substance that Investor may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or (iii) has issued any securitiesan exemption therefrom. Investor understands that under the SEC’s rules, including Common Stock or shares the Investor may dispose of any series of preferred stock the Securities principally only in “private placements” or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes of transactions that are exempt from registration under the Securities Act, would render in which event the exemptions from registration relied upon unavailabletransferee may acquire “restricted securities” subject to the same limitations as in the hands of the Investor. Consequently, Investor understands that the Investor must bear the economic risks of the investment in the Securities for an indefinite period of time. Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or trigger make any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which offer or attempt to do any of the securities foregoing, except pursuant to a registration of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof Securities under the Securities Act and all applicable State Securities Laws, or cause the offering thereof to be integrated with other offerings if, as in a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be transaction which is exempt from the registration requirements provisions of the Securities ActAct and all applicable State Securities Laws. Investor understands that that the recordation of the Securities in book-entry form will include a legend substantially in the form indicated in Section 7 (which Investor has read and understands), and that the Company and its Affiliates shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale Each of the Bridge Notes and Warrants, (ii) has, directly or indirectly, made any offers or sales Sellers understands that investment in shares of any security or solicited any offers to buy any security, under any circumstances that would require registration Acquisition Stock is a speculative investment involving a high degree of risk. Each of the Bridge Notes, Warrants Sellers is aware that there is no guarantee that it will realize any gain from accepting the Acquisition Shares as acquisition consideration. Sellers are acquiring the Acquisition Shares for its own account and Common Stock issuable upon not with a view to the exercise thereof, respectively, under the Securities Act or (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder distribution thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes in violation of the Securities Act, would render the exemptions from registration relied upon unavailable, or trigger and any applicable stockholder approval provisions, including, without limitation, under the rules and regulations securities laws of any exchange on which any state. (ii) Each of the securities Sellers is an “accredited investor” as defined in Rule 501(a) of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof Regulation D promulgated under the Securities Act Act. Sellers are financially able to bear the economic risk of its decision to accept the Acquisition Shares as acquisition consideration, including the ability (but not the intention) to hold the Acquisition Shares indefinitely or cause to afford a complete loss of its investment in the offering thereof Acquisition Shares. Each of the Sellers has such knowledge and experience in financial and business matters as to be integrated with other offerings if, as a result capable of such integration, evaluating the exemptions from registration relied upon merits and risks of an investment in connection with the sale shares. (iii) Each of the Bridge Notes and WarrantsSellers acknowledges that the certificates for the securities comprising the Acquisition Shares that Sellers will receive will contain legends substantially as follows: THE SHARES THAT ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, would be unavailableAS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR EAGLE FORD OIL & GAS CORP. Assuming the accuracy of the representations and warranties of the Bridge Investors(THE “COMPANY”) RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE. THE SHARES THAT ARE REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE PURCHASE AGREEMENT, the offer and sale of the Bridge NotesBETWEEN THE COMPANY, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be exempt from the registration requirements of the Securities ActWOOD LIMITED PARTNERSHIP, LP, SAFARI ADVENTURE PRODUCTIONS, INC., ▇▇▇▇▇ ▇▇▇▇▇▇▇ AND EAGLE FORD OIL & GAS CORP.

Private Placement. Neither The Purchaser hereby represents and warrants to and agrees with the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, Vendor that: (i) has engaged in any form of general solicitation or general advertising (within Neither the meaning of Regulation D ADSs evidenced hereby nor the shares underlying such ADSs have been registered under the Securities ActAct and neither the ADSs nor the shares may be offered, sold, pledged or otherwise transferred except (a) (1) pursuant to a transaction that in connection with the offer or sale opinion of counsel reasonably satisfactory to the Bridge Notes and Warrants, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require Vendor is exempt from registration of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof, respectively, under the Securities Act or (iii2) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof pursuant to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes of the Securities Act, would render the exemptions from an effective registration relied upon unavailable, or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof statement under the Securities Act or cause and (b) in accordance with all applicable securities laws of the offering thereof to be integrated with other offerings if, as a result states of such integrationthe United States. In addition, the exemptions from registration relied upon shares underlying the ADSs evidenced hereby may be offered and sold in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act; (ii) It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act; (iii) It is acquiring the Firm ADSs for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof; (iv) It understands that no offering circular or prospectus will be provided or prepared in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge NotesFirm ADSs; (v) It has conducted its own investigation of the Firm ADSs and the Vendor has not made any representation to it, Warrants and Common Stock issuable upon the exercise thereof by the Company express or implied, with respect to the Bridge Investors pursuant Firm ADSs or the Company. It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to this Agreement will be exempt from purchase the registration requirements Firm ADSs; (vi) It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the Firm ADSs and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Firm ADSs; (vii) It understands that the Firm ADSs are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act.; (viii) It understands that no representation is being made as to the availability of Rule 144 or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Firm ADSs;

Private Placement. Assuming the accuracy of the representations of the Purchasers in the Purchase Agreement, on each Closing Date and solely as this Section 3.9 relates to the issue and sale of the Warrant Shares on the date(s) of exercise of the Warrants and the issue and sale of the Agent Warrant Shares on the date(s) of exercise of the Agent Warrants, the offer, issue and sale of the Securities, the issuance of the Agent Warrant Shares upon exercise of the Agent Warrant (assuming no change in applicable law prior to the date the Shares and Agent Warrant Shares are issued), are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 (the “Securities Act”) and have been or will be registered or qualified (or are or will be exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company Company, nor any of its Subsidiaries or affiliates, nor any Person person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Bridge Notes and Warrants, (ii) has, directly or indirectly, indirectly made any offers or sales of any security or solicited any offers to buy any security, security under any circumstances that would require registration of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof, respectively, under the Securities Act or (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes issuance of the Securities Actto the purchasers in the Private Placement or the Agent Warrants. The Shares, would render the exemptions from registration relied upon unavailable, or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof under of the Securities Act or cause the offering thereof Warrants pursuant to be integrated with other offerings if, as a result of such integrationtheir terms, the exemptions from registration relied upon Warrant Shares and Agent Warrant Shares will be quoted on the NASDAQ Capital Market or the OTCQB. Other than the Company SEC Documents, the Company has not distributed and will not distribute prior to a Closing any offering material in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer offering and sale of the Bridge NotesSecurities, Warrants and Common Stock issuable upon unless such offering materials are provided to the exercise thereof by Agent prior to or simultaneously with such delivery to the offerees of the Securities. The Company agrees that no Private Placement Documents (as hereinafter defined) or materials presented or distributed to the Potential Investors, including the Company SEC Documents, shall contain an untrue statement of a material fact or omit to state a material fact necessary to make the Bridge Investors pursuant to this Agreement will be exempt from the registration requirements statements therein, in light of the Securities Actcircumstances under which they were made, not misleading.

Private Placement. Neither The Purchaser hereby represents that: (a) The Purchaser understands that the Company nor any offering and sale of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D Warrants is intended to be exempt from registration under the Securities Act pursuant to Section 4(2) of the Securities Act. (b) To the extent that the Purchaser has employed any investment banker, broker or finder or incurred any liability for any brokerage fees, commissions or finder's fees in connection with the offer or sale of transactions contemplated by this Agreement, the Bridge Notes and Warrants, (ii) has, directly or indirectly, made any offers or sales Purchaser shall be responsible for the payment of any security such fees or solicited any offers to buy any securitycommissions. (c) The Purchaser understands that the Warrants have not been, and will not be, registered under any circumstances securities laws, state or federal; that would require the Warrants must be held indefinitely unless they are subsequently registered under applicable securities laws or an exemption from such registration is available; that the Company is under no obligation to register the Warrants or in complying with any exemption from registration. In addition, the Purchaser understands that the Warrant Shares have not been, and may not be, registered under any securities laws, state or federal; that the Warrant Shares must be held indefinitely unless they are subsequently registered under applicable securities laws or an exemption from such registration is available; that except as provided in this Agreement, the Company is under no obligation to register the Warrant Shares or to assist in complying with any exemption from registration. (d) The Purchaser agrees that it will not transfer, by way of gift or otherwise, or sell the Bridge NotesWarrants or any part thereof or the Warrant Shares, unless such Warrants and Common Stock issuable upon the exercise thereofor Warrant Shares, respectivelyas applicable, have been registered under the Securities Act or it first obtains, at its own expense, an opinion of counsel reasonably satisfactory to the Company that the transfer of such Warrants or Warrant Shares may be effected without registration under the Securities Act, provided that no opinion shall be necessary to effect a transfer to affiliates of the Purchaser, to the extent the Purchaser or such person confirms the representations set forth in this Section 13. (e) The Purchaser is not acquiring the Warrants as a result of (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or (ii) any seminar meeting whose attendees had been invited as a result of, subsequent to, or pursuant to any of the foregoing. (f) The Purchaser understands that there will be no public market for the Warrants. (g) The Purchaser (i) has carefully evaluated the risks of investing in the Company, (ii) has no need for liquidity in this investment, and (iii) should it decide to exercise the Warrants, will be able to bear the substantial economic risks of an investment in the Warrant Shares. (h) The Purchaser has issued any securitiessufficient knowledge and experience in financial, including Common Stock or shares tax and business matters to enable him to utilize the information made available to him in connection with the purchase of any series the Warrants, to evaluate the merits and risks of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof prospective investment and to acquire shares of Common Stock, which, if integrated make an informed investment decision with respect thereto. (i) The Purchaser acknowledges that the Company is relying upon the representations and warranties contained herein in determining to make the sale of the Bridge Notes or Warrants, and the Purchaser consents to such reliance. (j) The Purchaser has received and carefully reviewed financial information pertaining to the Company, has had a reasonable opportunity to ask questions of and receive answers from the Company and its directors, officers and employees concerning the Warrants for purposes and the business and affairs of the Securities ActCompany, would render and, all such questions have been answered to the exemptions from registration relied upon unavailable, or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any full satisfaction of the securities of the Company are listed, nor will the Company Purchaser. No oral representations have been made or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof under the Securities Act or cause the offering thereof to be integrated with other offerings if, as a result of such integration, the exemptions from registration relied upon oral information furnished in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable which were in any way relied upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be exempt from the registration requirements of the Securities ActPurchaser.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, Such Investor understands and acknowledges that: (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D The Securities that it is acquiring under this Agreement are being sold pursuant to an exemption from registration under the Securities Act, including Regulation D promulgated thereunder. The Company may require additional representations from certain Investors in respect of matters under Rule 506(d) in connection of the Securities Act, and such Investor shall provide the requested information to the Company on a timely basis so that the Company may comply with the offer or sale of the Bridge Notes and Warrants, requirements thereunder. (ii) hasIts representations and warranties contained herein are being relied upon by the Company as a basis for such exemption under the Securities Act and under the securities laws of various other foreign and domestic jurisdictions. Such Investor further understands that, directly unless it notifies the Company in writing to the contrary at or indirectlybefore the Signing Date or the Closing Date, as the case may be, each of such Investor’s representations and warranties contained in this Agreement will be deemed to have been automatically (and without any further action of the Investor) reaffirmed and confirmed as of the Signing Date or the Closing Date, as applicable, taking into account all information received by the Investor. (iii) No U.S. state or federal agency or any other securities regulator of any state or country has passed upon the merits or risks of an investment in the Securities or made any offers finding or sales of any security or solicited any offers determination as to buy any security, under any circumstances that would require registration the fairness of the Bridge Notesterms of the offering of the Securities or any recommendation or endorsement thereof. (iv) The Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the SEC provide in substance that the Investor may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, Warrants and Common Stock issuable upon the exercise thereofInvestor understands that the Company has no obligation, respectivelyother than as disclosed in the SEC Reports, or intention to register any of the Securities, or, other than as contemplated herein, to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). Accordingly, the Investor understands that under the SEC’s rules, the Investor may dispose of the Securities principally (i) pursuant to Rule 144 under the Securities Act or (iiiii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes of in “private resale transactions” that are exempt from registration under the Securities Act, would render in which event the exemptions from registration relied upon unavailabletransferee will acquire “restricted securities” subject to the same limitations as in the hands of the Investor. Consequently, the Investor understands that the Investor must bear the economic risks of the investment in the Securities for an indefinite period of time. The Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or trigger make any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which offer or attempt to do any of the securities foregoing, except pursuant to a registration of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof Securities under the Securities Act and all applicable State Securities Laws, or cause the offering thereof to be integrated with other offerings if, as in a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be transaction which is exempt from the registration requirements provisions of the Securities ActAct and all applicable State Securities Laws. Such Investor understands that that the recordation of the Securities in book-entry form will include a legend substantially in the form indicated in Section 7 (which such Investor has read and understands), and that the Company and its Affiliates shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions.

Private Placement. Neither (a) Such Investor understands that the issuance of the Warrant Shares, the Series C Warrants and the Series D Warrants by the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, is intended to be exempt from registration under the Securities Act pursuant to Section 4(2) thereof. (b) Such Investor (i) has engaged is a "qualified institutional buyer" (as defined in any form of general solicitation Rule 144A under the Securities Act) or general advertising (within the meaning ii) is an institutional "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). (c) Such Investor is acquiring the Warrant Shares, the Series C Warrants and the Series D Warrants for its own account (or for accounts over which it exercises investment authority), for investment and not with a view to the resale or distribution thereof in connection with violation of any securities law. (d) Such Investor understands that the offer Warrant Shares, the Series C Warrants and the Series D Warrants will be issued in Transactions exempt from the registration or sale qualification requirements of the Bridge Notes Securities Act and Warrantsapplicable state securities laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and such state securities laws or is exempt from such registration or qualification. (e) Such Investor (i) has been furnished with or has had full access to all the information that it considers necessary or appropriate to make an informed investment decision with respect to the Warrant Shares, the Series C Warrants and the Series D Warrants and that it has requested from the Company, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers has had an opportunity to buy any security, under any circumstances that would require registration discuss with management of the Bridge NotesCompany the intended business and financial affairs of the Company and to obtain information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to it or to which it had access, Warrants and Common Stock issuable upon the exercise thereof, respectively, under the Securities Act or (iii) has issued any securitiescan bear the economic risk of (A) an investment in the Warrant Shares, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with Series C Warrants and the sale of the Bridge Notes or Series D Warrants for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, or trigger any applicable stockholder approval provisions, including, without limitation, under the rules indefinitely and regulations of any exchange on which any of the securities of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof under the Securities Act or cause the offering thereof to be integrated with other offerings if, as (B) a result total loss in respect of such integrationinvestment, and (iv) has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of and form an investment decision with respect to its investment in the Warrant Shares, the exemptions from registration relied upon Series C Warrants and the Series D Warrants and to protect its own interest in connection with such investment. Such Investor has made the sale decision to make such investment based on its review of the Bridge Notes all information it deems relevant and Warrantshas not relied on any advice, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof recommendation or information provided by the Company to the Bridge Investors pursuant to this Agreement will be exempt from the registration requirements of the Securities ActCompany's financial advisor.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, Seller understands (i) that the Preferred Stock has engaged not been, and the Underlying Shares (as defined in any form of general solicitation or general advertising (within the meaning of Regulation D Section 4.5) will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act) in connection with the offer "), or sale any other securities laws of the Bridge Notes United States or Canada (the "Securities Laws") because Buyer is issuing the Preferred Stock, and WarrantsBuyer Parent will be issuing the Underlying Shares, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Bridge Notes, Warrants and Common Stock issuable in reliance upon the exercise thereof, respectively, under the Securities Act or (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof under the Securities Act or cause the offering thereof to be integrated with other offerings if, as a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be exempt from the registration requirements of the Securities ActLaws providing for issuance of securities not involving a public offering, (ii) that Buyer has relied upon the fact that the Preferred Stock and the Underlying Shares are to be held by Seller for investment, and (iii) that exemption from registration under the Securities Laws would not be available if the Preferred Stock and the Underlying Shares were acquired by Seller with a view to distribution. Accordingly, Seller hereby confirms to Buyer and Buyer Parent that Seller is acquiring the Preferred Stock, and will acquire the Underlying Shares, for the account of Seller, for investment and not with a view to the resale or distribution thereof under the Securities Laws. Seller agrees not to transfer, sell or offer for sale all or any portion of the Preferred Stock and the Underlying Shares, unless there is an effective registration or other qualification or exemption relating thereto under the Securities Laws. Except as otherwise contemplated by this Agreement and the Registration Rights Agreement, Seller understands that neither Buyer nor Buyer Parent is under any obligation to register the Preferred Stock and the Underlying Shares or to assist Seller in complying with any exemption from registration under the Securities Laws. Prior to acquiring the Preferred Stock and, upon exchange, the Underlying Shares, Seller has made an investigation of Buyer and Buyer Parent and their respective businesses and has had made available to Seller all information with respect thereto that Seller needs to make an informed decision to acquire the Preferred Stock and the Underlying Shares. Seller considers itself to be a person possessing experience and sophistication as an investor that is adequate for the evaluation of the merits and risk of Seller's investment in the Preferred Stock and, upon exchange, the Underlying Shares. Seller acknowledges that each certificate for the Preferred Stock and the Underlying Shares will be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on January __, 1997, and have not been registered under the Securities Act of 1933, as amended, or any other securities laws of the United States or Canada. The transfer of the securities represented by this certificate is subject to the conditions specified in the Asset Purchase Agreement dated as of November 12, 1996 among the parties thereto, and 3290441 Canada Inc. reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions will be furnished by 3290441 Canada Inc. to the holder hereof upon written request and without charge."

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, Such Investor understands and acknowledges that: (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D The Securities that it is acquiring under this Agreement are being sold pursuant to an exemption from registration under the Securities Act) in connection with the offer or sale of the Bridge Notes and Warrants, including Regulation D promulgated thereunder. (ii) hasIts representations and warranties contained herein are being relied upon by the Company as a basis for such exemption under the Securities Act and under the securities laws of various other foreign and domestic jurisdictions. Such Investor further understands that, directly unless it notifies the Company in writing to the contrary at or indirectlybefore the Signing Date, the Funding Date, or the Closing Date, as the case may be, each of such Investor’s representations and warranties contained in this Agreement will be deemed to have been automatically (and without any further action of the Investor) reaffirmed and confirmed as of the Signing Date, the Funding Date, or the Closing Date, as applicable, taking into account all information received by the Investor. (iii) No U.S. state or federal agency or any other securities regulator of any state or country has passed upon the merits or risks of an investment in the Securities or made any offers finding or sales of any security or solicited any offers determination as to buy any security, under any circumstances that would require registration the fairness of the Bridge Notes, Warrants terms of the offering of the Securities or any recommendation or endorsement thereof. (iv) The Securities are “restricted securities” under applicable federal securities laws and Common Stock issuable upon that the exercise thereof, respectively, Securities Act and the rules of the SEC provide in substance that the Investor may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or (iii) an exemption therefrom, and the Investor understands that the Company has issued no obligation, other than as disclosed in the SEC Reports, or intention to register any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes Securities, or Warrants for purposes to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). Accordingly, the Investor understands that under the SEC’s rules, the Investor may dispose of the Securities principally only in “private placements” that are exempt from registration under the Securities Act, would render in which event the exemptions from registration relied upon unavailabletransferee will acquire “restricted securities” subject to the same limitations as in the hands of the Investor. Consequently, the Investor understands that the Investor must bear the economic risks of the investment in the Securities for an indefinite period of time. The Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or trigger make any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which offer or attempt to do any of the securities foregoing, except pursuant to a registration of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof Securities under the Securities Act and all applicable State Securities Laws, or cause the offering thereof to be integrated with other offerings if, as in a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be transaction which is exempt from the registration requirements provisions of the Securities ActAct and all applicable State Securities Laws. Such Investor understands that that the recordation of the Securities in book-entry form will include a legend substantially in the form indicated in Section 7 (which such Investor has read and understands), and that the Company and its Affiliates shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions.

Private Placement. Neither the Company NFI nor any of its Subsidiaries or affiliates, nor any Person person acting on its NFI's behalf has sold or their behalf, (i) has engaged in offered to sell or solicited any offer to buy the Series D-1 Preferred Shares by means of any form of general solicitation or general advertising (within the meaning of Regulation D Rule 502 under the Securities Act) in connection with the offer or sale . Neither NFI nor any person acting on behalf of the Bridge Notes and Warrants, (ii) NFI has, directly or indirectly, at any time within the past six months, made any offers offer or sales sale of any security or solicited solicitation of any offers offer to buy any security, security of NFI under any circumstances that would require registration (i) eliminate the availability of the Bridge Notes, Warrants exemption from registration under Regulation D in connection with the offer and Common Stock issuable upon sale by NFI of the exercise thereof, respectively, under the Securities Act Series D-1 Preferred Shares as contemplated hereby or (iiiii) has issued any securities, including cause the offering of the Series D-1 Preferred Shares and the Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling Shares into which the holder thereof Series D-1 Preferred Shares may be converted pursuant to acquire shares of Common Stock, which, if this Agreement to be integrated with the sale of the Bridge Notes or Warrants prior offerings by NFI for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, or trigger any applicable stockholder Law or Shareholder approval provisionsrequirements, including, without limitation, under the rules and regulations of any exchange on which any the NYSE. None of the securities of the Company are listed, nor will the Company NFI or any of its Subsidiaries or affiliates any person acting on their behalf will take any action or steps referred to in the preceding sentence that would require the registration of any of the Bridge Notes, Warrants or Series D-1 Preferred Shares and the Common Stock issuable upon Shares into which the exercise thereof Series D-1 Preferred Shares may be converted (except as contemplated by the Registration Rights Agreement) under the Securities Act or cause the offering thereof to be integrated with any other offerings iffor purposes of any applicable Law or Shareholder approval requirements. Neither NFI nor any of its Subsidiaries is an "investment company" as defined in the Investment Company Act, or is registered or required to be registered thereunder. Neither NFI nor any of its Subsidiaries is a securities broker or dealer, as defined in the Exchange Act. NFI is not a result of such integration, United States real property holding corporation within the exemptions from registration relied upon in connection with the sale meaning of the Bridge Notes and Warrants, would be unavailableForeign Investment in Real Property Tax Act of 1980. Assuming the accuracy of the representations and warranties made by the Investors in this Agreement, no consent, license, permit, waiver approval or authorization of, or designation, declaration, registration or filing with, the SEC or any state securities regulatory authority is required in connection with the offer, sale, issuance or delivery by NFI of the Bridge InvestorsSeries D-1 Preferred Shares and the Common Shares into which the Series D-1 Preferred Shares may be converted, other than the possible filing of a Form D with the SEC. Assuming the accuracy of the representations and warranties made by Investors in this Agreement, the offer and sale issuance by NFI of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be Series D-1 Preferred Shares is exempt from the registration requirements of under the Securities Act.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (It is an “accredited investor” within the meaning of Regulation D under the U.S. Securities Act) in connection Act and is purchasing the Purchased Shares as principal, solely for its own account for investment purposes and not with the a view to, or for offer or sale of in connection with, any distribution or other disposition thereof. It further represents that: (i) it understands that the Bridge Notes and Warrants, Purchased Shares are being offered on a “private placement” basis (iix) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require exempt from registration of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof, respectively, under the Securities Act or (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes of the U.S. Securities Act, would render the exemptions from registration relied upon unavailableand, therefore, may not be transferred or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof under the Securities Act or cause the offering thereof to be integrated with other offerings if, as a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors sold except pursuant to this Agreement will be exempt from the registration requirements of the U.S. Securities Act and any applicable state securities Laws, or in compliance with the requirements of an exemption from such registration requirements, and (y) exempt from or not subject to prospectus requirements under Canadian securities Laws; (ii) it understands that no Securities Regulator has reviewed or passed on the merits of the Purchased Shares; (iii) it understands that there is no government or other insurance covering the Purchased Shares; (iv) it understands that there are risks associated with the purchase of the Purchased Shares; (v) it is not purchasing the Purchased Shares as a result of any “general solicitation or general advertising” (as those terms are used in Regulation D under the U.S. Securities Act), including any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (vi) it understands that there may be restrictions on its ability to resell the Purchased Shares under applicable securities Laws, it is its own responsibility to find out what those restrictions are and to comply with them before selling the Purchased Shares and, except as otherwise set out in the Transaction Agreements, the Issuer has not agreed to take any action to facilitate such resale in accordance with applicable securities Laws; and (vii) it acknowledges that no Person has made any written or oral representations that (A) any Person will resell or repurchase the Purchased Shares, (B) any Person will refund the Proceeds, or (C) as to the future price or value of the Purchased Shares.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Bridge Notes and Warrants, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof, respectively, under the Securities Act or (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof under the Securities Act or cause the offering thereof to be integrated with other offerings if, as a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the The offer and sale of the Bridge NotesMerger Shares and the Milestone Shares, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors if applicable, are being made pursuant to this Agreement will an exemption from the registration requirements under the Securities Act and, therefore, cannot be exempt resold unless they are subsequently registered under the Securities Act and applicable state securities laws or unless exception from such registration is available. No Stockholder may sell, assign, pledge, transfer or otherwise dispose of or encumber any Merger Shares or Milestone Shares received by it, him or her except pursuant to an exemption from the registration requirements of the Securities ActAct and applicable state securities laws until such securities have been registered under the Securities Act and any applicable state laws. Any transfer or purported transfer in violation of this Section 8.1 shall be voidable by Buyer, and Buyer will not be required or obligated to register any transfer of the Merger Shares or Milestone Shares in violation of this Section 8.1. Buyer may, and may instruct its transfer agent, to place such stop transfer orders as may be required on the transfer books of Buyer in order to ensure compliance with this Section 8. 1. Each certificate representing Merger Shares or Milestone Shares shall be endorsed with a legend in substantially the form set forth below (which shall be removed upon registration of such shares for resale as contemplated by Section 8.2 hereof): "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (ii) PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (iii) PURSUANT TO THE RESALE PROVISIONS OF RULE 144 PROMULGATED THEREUNDER."

Private Placement. Neither the Company nor any of its Subsidiaries or affiliatesAffiliates, nor nor, to the Company’s knowledge, any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (as those terms are used within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Bridge Notes and WarrantsShares hereunder, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Bridge Notes, Warrants sale and Common Stock issuable upon issuance by the exercise thereof, respectively, Company of the Shares under the Securities Act or (iii) has issued any securities, including shares of Company Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Company Common Stock, which, if Stock which would be integrated with the sale of the Bridge Notes or Warrants Shares to the Purchasers for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, Act or trigger of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of Nasdaq or the securities of the Company are listedTSXV, nor will the Company or any of its Subsidiaries or affiliates Affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof Shares under the Securities Act or cause the offering thereof of the Shares to be integrated with other offerings if, as a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailableofferings. Assuming the accuracy of the representations and warranties of the Bridge InvestorsPurchasers, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof Shares to be issued by the Company to the Bridge Investors Purchasers pursuant to this Agreement will be exempt from the registration requirements of the Securities Act. None of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act but excluding the underwriters, their U.S. Affiliates, any selling group member or any person acting on any of their behalf, as to whom the Company makes no representation, warranty or covenant) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i)–(viii) under the Securities Act (a “Disqualification Event”). The Company has exercised reasonable care to determine: (i) the identity of each person that is an Issuer Covered Person; and (ii) whether any Issuer Covered Person is subject to a Disqualification Event. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the offer and sale of the Shares under the Securities Act.

Private Placement. Neither In connection with their acquisition of shares of Parent Common Stock pursuant to this Agreement, each of the Company nor Sellers listed on Schedule II hereto (the “Accredited Sellers”) represents to Parent and Buyer as follows: (a) Such Seller has been provided the opportunity to ask questions and receive answers concerning Parent and the transaction in which the shares of Parent Common Stock are being issued, and to obtain any other information such Seller deems necessary to verify the accuracy of its Subsidiaries the information provided to such Seller; and has otherwise acquired information about Parent sufficient to reach an informed and knowledgeable decision to acquire such Seller’s pro rata portion of the shares of Parent Common Stock being issued pursuant to this Agreement. Such Seller is acquiring such shares of Parent Common Stock for such Seller’s own account for investment purposes only and not with a view to, or affiliates, nor any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) for resale in connection with the offer or sale of the Bridge Notes and Warrantswith, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof, respectively, under the Securities Act or (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder “distribution” thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any . (b) Such Seller is aware of the securities provisions of Rule 144 promulgated by the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof SEC under the Securities Act (“Rule 144”), which, in substance, permits limited public resale of “restricted securities” acquired, directly or cause indirectly, from the offering issuer thereof to be integrated with other offerings if, as a result of such integration, the exemptions (or from registration relied upon in connection with the sale an affiliate of the Bridge Notes issuer), in a nonpublic offering subject to the satisfaction of certain conditions. (c) Such Seller understands that the shares of Parent Common Stock being issued pursuant to this Agreement have not been registered under any state, federal, or other securities laws, nor has any prospectus been filed with respect thereto, and Warrantsthat such shares may not be offered or sold without compliance with applicable securities laws, would be unavailable. Assuming the accuracy whether through registration of the representations and warranties of the Bridge Investors, the offer and sale of such shares, the Bridge Notesfiling of, Warrants and obtaining of a final receipt for, a prospectus in respect of such offer and sale of such shares, or in reliance upon one or more exemptions from registration or prospectus requirements available under applicable securities laws. (d) Such Seller understands that the certificate evidencing such Seller’s pro rata portion of such shares will be imprinted with a legend in substantially the following form: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY FEDERAL, STATE OR OTHER SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, OR ASSIGNED EXCEPT (i) PURSUANT TO REGISTRATIONS THEREOF UNDER SUCH LAWS, OR (ii) IF, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, THE PROPOSED TRANSFER MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT SUCH REGISTRATIONS. (e) Such Seller is an “accredited investor” as defined in Rule 501 promulgated under the Securities Act. Such Seller has such knowledge and experience in financial, tax, and business matters in general, and investments in securities in particular, that such Seller is capable of evaluating the merits and risks relating to such Seller’s acquisition of such Seller’s pro rata portion of the shares of Parent Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors being issued pursuant to this Agreement will be exempt from and making an informed investment decision with respect to such acquisition. (f) Such Seller has carefully read this Agreement and has discussed the registration requirements limitations upon such Seller’s ability to dispose of such shares of Parent Common Stock with the Securities ActSeller’s own counsel, to the extent the Seller has felt necessary.

Private Placement. Neither (a) Buyer acknowledges that the Company nor any of its Subsidiaries or affiliates, nor any Person acting Seller is relying on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Bridge Notes and Warrants, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof, respectively, under the Securities Act or (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof under the Securities Act or cause the offering thereof to be integrated with other offerings if, as a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be exempt from the registration requirements of the Securities Act and on applicable state statutes and regulations. Buyer hereby affirms that it is an "accredited investor" as defined in Regulation D promulgated by the SEC under the Securities Act. (b) Buyer (i) can bear the economic risk of the purchase of the Shares, including the total loss of Buyer's investment; and (ii) has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of an investment in the Shares. (c) Buyer warrants that any financial information relating to Buyer which is provided herewith by Buyer, or is subsequently submitted by Buyer at the request of the Seller, does or will fairly and accurately reflect Buyer's financial condition as of the date thereof with respect to which Buyer does not anticipate any material adverse change. (d) Buyer has been provided the opportunity to ask questions with respect to the business, operations and financial condition of the Seller, and the terms and conditions of the purchase of the Shares. (e) Buyer understands that the Shares have not been registered under the Securities Act, or the securities laws of any state and are subject to certain restrictions on transfer. (f) Buyer acknowledges that the Shares being acquired are being acquired for Buyer's own account without a view to public distribution or resale and that Buyer has no contract, undertaking, agreement, or arrangement to sell or otherwise transfer or dispose of the Shares or any portion thereof to any other person or entity. (g) Buyer agrees that Buyer will not sell or otherwise transfer or dispose of the Shares or the Common Shares underlying the Shares, or any portion thereof, unless such Shares or Common Shares, are registered under the Securities Act and any applicable state securities laws or the Buyer obtains an opinion of reputable securities counsel that such Shares, or Common Shares, may be sold in reliance on an exemption from such registration requirements. (h) Buyer understands that no federal or state agency including the SEC, the Arizona Corporation Commission or the securities commission or authorities of any other state has approved or disapproved the Shares, passed upon or endorsed the merits of the offering or the adequacy of the disclosure given in connection with the offering, or made any finding or determination as to the fairness of the Shares for investment.

Private Placement. Neither By accepting this Warrant, the Holder represents and warrants to, and agrees with, the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, as follows: (ia) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with The Holder understands that the offer or and sale of this Warrant and the Bridge Notes Warrant Shares are intended to be exempt from registration and Warrants, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof, respectively, under the Securities Act or (iiipursuant to Section 4(2) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants Securities Act or, in the case of Warrant Shares paid for purposes pursuant to Section 4(b) hereof, Section 3(a)(9) of the Securities Act, if applicable. This Warrant and the Warrant Shares to be received by the Holder pursuant to this Warrant are being or will be acquired for the account of the Holder and with no intention of distributing or reselling this Warrant or such Warrant Shares or any part thereof in any transaction that would render the exemptions from registration relied upon unavailable, or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any be in violation of the securities laws of the Company are listedUnited States of America, nor will the Company or any state. (b) The Holder is an “accredited investor” as such term is defined in Section 501(a) of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof Regulation D promulgated under the Securities Act or cause the offering thereof to be integrated with other offerings if, as a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be exempt from the registration requirements of the Securities Act. (c) The Holder has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in this Warrant and the Warrant Shares and the Holder is capable of bearing the economic risks of such investment, including a complete loss of its investment in this Warrant and the Warrant Shares. (d) The Holder has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of this Warrant and the Warrant Shares and other related matters. The Holder further represents and warrants that the Company has made available to the Holder or its agents all documents and information relating to an investment in this Warrant and the Warrant Shares requested by or on behalf of the Holder. (e) The Company has not advised the Holder with respect to tax, accounting or regulatory implications of an investment in this Warrant or the Warrant Shares. The Holder has made an independent investment decision to purchase this Warrant and the Warrant Shares after conducting such investigation as it has deemed appropriate, which has included a review of the terms of this Warrant and the Warrant Shares, of the risks relating to an investment in this Warrant and the Warrant Shares, and of the tax, accounting and any regulatory implications relating to an investment in this Warrant and the Warrant Shares.

Private Placement. Neither (a) The Seller Parties have been provided the Company nor opportunity to ask questions and receive answers concerning Parent and the transactions in which the shares of Parent Common Stock are being issued, and to obtain any other information the Seller Parties deem necessary to verify the accuracy of its Subsidiaries the information provided to the Seller Parties; and have otherwise acquired information about Parent sufficient to reach an informed and knowledgeable decision to acquire the Equity Consideration. The Seller Parties are acquiring such shares of Parent Common Stock for their own account for investment purposes only and not with a view to, or affiliates, nor any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) for resale in connection with the offer or sale of the Bridge Notes and Warrantswith, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof, respectively, under the Securities Act or (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder “distribution” thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes of the Securities Act. (b) The Seller Parties are aware of the provisions of Rule 144 promulgated by the SEC under the Securities Act, would render which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of the issuer), in a nonpublic offering subject to the satisfaction of certain conditions. (c) The Seller Parties understand that the shares of Parent Common Stock being issued pursuant to this Agreement have not been registered under any state, federal, or other securities laws, nor has any prospectus been filed with respect thereto, and that such shares may not be offered or sold without compliance with applicable securities laws, whether through registration of the offer and sale of such shares, the filing of, and obtaining of a final receipt for, a prospectus in respect of such offer and sale of such shares, or in reliance upon one or more exemptions from registration relied upon unavailableor prospectus requirements available under applicable securities laws. (d) The Seller Parties understand that the book-entry or certificate evidencing the Equity Consideration will be imprinted with a legend in substantially the following form: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, or trigger any applicable stockholder approval provisionsAS AMENDED, includingOR ANY FEDERAL, without limitationSTATE OR OTHER SECURITIES LAWS AND MAY NOT BE OFFERED, under the rules and regulations of any exchange on which any of the securities of the Company are listedSOLD, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge NotesTRANSFERRED, Warrants or Common Stock issuable upon the exercise thereof OR ASSIGNED EXCEPT (i) PURSUANT TO REGISTRATIONS THEREOF UNDER SUCH LAWS, OR (ii) IF, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, THE PROPOSED TRANSFER MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT SUCH REGISTRATIONS. (e) Each Seller Party (excluding Seller GP) is an “accredited investor” as defined in Rule 501 promulgated under the Securities Act Act. The Seller Parties have such knowledge and experience in financial, tax, and business matters in general, and investments in securities in particular, that each Seller Party is capable of evaluating the merits and risks relating to their acquisition of the Equity Consideration and making an informed investment decision with respect to such acquisition. No Seller Party is subject to any Applicable Legal Requirement that would prohibit the issuance of or cause require the offering thereof registration of the Equity Consideration. (f) Each Seller Party has read this Agreement and has discussed the limitations upon their ability to be integrated with other offerings if, as a result dispose of such integrationshares of Parent Common Stock with their own counsel, to the extent the Seller Parties have felt necessary. The Seller Parties have consulted with their own counsel and accountant for advice concerning the various legal, tax, and economic considerations relating to such investment, including the limitations on trading such shares of Parent Common Stock and the resale restrictions imposed by applicable securities laws, to the extent such they have felt necessary. Each Seller Party acknowledges that neither Parent nor Buyer nor any of their Affiliates has made any representation regarding any holding periods or other resale restrictions applicable to such shares of Parent Common Stock and that the Seller Parties solely responsible for determining what the restrictions are and for compliance therewith. (g) The Seller Parties have an understanding of the financial condition, results of operations, assets, Liabilities, properties and projected operations of Parent and its Affiliates and, in making its determination to proceed with the transactions contemplated by this Agreement, the exemptions from registration Seller Parties have relied upon in connection with on the sale information it deems necessary, the results of the Bridge Notes its own independent investigation and Warrants, would be unavailable. Assuming the accuracy of verification and the representations and warranties of the Bridge Investors, the offer Buyer expressly and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be exempt from the registration requirements of the Securities Actspecifically set forth in Article 5.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale Each of the Bridge Notes and Warrants, (ii) has, directly or indirectly, made any offers or sales Sellers understands that investment in shares of any security or solicited any offers to buy any security, under any circumstances that would require registration Acquisition Stock is a speculative investment involving a high degree of risk. Each of the Bridge Notes, Warrants Sellers is aware that there is no guarantee that it will realize any gain from accepting the Acquisition Shares as acquisition consideration. Sellers are acquiring the Acquisition Shares for its own account and Common Stock issuable upon not with a view to the exercise thereof, respectively, under the Securities Act or (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder distribution thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes in violation of the Securities Act, would render the exemptions from registration relied upon unavailable, or trigger and any applicable stockholder approval provisions, including, without limitation, under the rules and regulations securities laws of any exchange on which any state. (ii) Each of the securities Sellers is an “accredited investor” as defined in Rule 501(a) of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof Regulation D promulgated under the Securities Act Act. Sellers are financially able to bear the economic risk of its decision to accept the Acquisition Shares as acquisition consideration, including the ability (but not the intention) to hold the Acquisition Shares indefinitely or cause to afford a complete loss of its investment in the offering thereof Acquisition Shares. Each of the Sellers has such knowledge and experience in financial and business matters as to be integrated with other offerings if, as a result capable of such integration, evaluating the exemptions from registration relied upon merits and risks of an investment in connection with the sale shares. (iii) Each of the Bridge Notes and WarrantsSellers acknowledges that the certificates for the securities comprising the Acquisition Shares that Sellers will receive will contain legends substantially as follows: THE SHARES THAT ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, would be unavailableAS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR EAGLE FORD OIL & GAS CORP. Assuming the accuracy of the representations and warranties of the Bridge Investors(THE “COMPANY”) RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE. THE SHARES THAT ARE REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE PURCHASE AGREEMENT, the offer and sale of the Bridge NotesBETWEEN THE COMPANY, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be exempt from the registration requirements of the Securities ActVALOR INTEREST PARTNERS, LLC, SAFARI ADVENTURE PRODUCTIONS, INC., ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ AND EAGLE FORD OIL & GAS CORP. EXECUTION

Private Placement. Neither the Company nor any of its Subsidiaries or affiliatesAffiliates, nor any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act of 1933 and the rules and regulations promulgated thereunder (together, the “Securities Act”)) in connection with the offer or sale of the Bridge Notes and Warrantsshares hereunder, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Bridge Notes, Warrants sale and Common Stock issuable upon issuance by the exercise thereof, respectively, Company of the Technology Access Fee Shares and the Milestone Shares under the Securities Act or (iii) has issued any securities, including shares of Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if Stock which would be integrated with the sale of the Bridge Notes or Warrants Shares to Intrexon for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, Act or trigger of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listedlisted or designated, nor will the Company or any of its Subsidiaries subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof Shares under the Securities Act or cause the offering thereof of the Shares to be integrated with other offerings if, as a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailableofferings. Assuming the accuracy of the representations and warranties of the Bridge InvestorsIntrexon, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof Shares by the Company to the Bridge Investors Intrexon pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, (i) has engaged Investor understands that the offering and sale of the Common Shares is intended to be exempt from registration under the Securities Act. (ii) Investor represents and warrants that it is acquiring the Common Shares acquired by such Investor pursuant to this Agreement for investment for Investor’s own account and not with a view to the resale or distribution of such Common Shares or any interest therein other than in any form of general solicitation a transaction that is registered or general advertising exempt from registration under the Securities Act. (within the meaning of iii) Investor represents and warrants that it is an “accredited investor” as such term is defined in Regulation D under the Securities Act. (iv) Investor represents and warrants that it (either alone or together with its advisors) has sufficient knowledge and experience in connection financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Common Shares, and is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Common Shares acquired by it hereunder. (v) Investor has been given the opportunity to ask questions of, and receive answers from, the Company regarding the Company, the terms and conditions of the Common Shares and related matters, and has been furnished with the offer information it deems necessary or sale desirable to evaluate the merits and risks of its acquisition of the Bridge Notes and Warrants, Common Shares. (iivi) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances Investor understands that would require registration of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof, respectively, Shares that it is acquiring are characterized as “restricted securities” under the Securities Act or (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes of the Securities Act, would render the exemptions in as much as they are being acquired from registration relied upon unavailable, or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps in a transaction not involving a public offering and that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof under the Securities Act or cause and applicable regulations, such Common Shares may be resold without registration under the offering thereof to be integrated with other offerings ifSecurities Act only in certain limited circumstances. Investor understands that the certificates evidencing the Common Shares will bear a restrictive legend substantially as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, as a result of such integrationOR IN CONNECTION WITH, the exemptions from registration relied upon THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. (vii) Investor has, in connection with its decision to acquire the sale of Common Shares, relied solely upon the Bridge Notes Exchange Act Reports and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to contained in this Agreement will be exempt from the registration requirements of the Securities ActAgreement.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, The Investor understands and acknowledges that: (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D The Securities that it is acquiring under this Agreement are being sold pursuant to an exemption from registration under the Securities Act) . The Company may require additional information from the Investor in connection respect of matters under such exemption from registration under the Securities Act, and the Investor shall provide such reasonably requested information to the Company on a timely basis so that the Company may comply with the offer or sale of the Bridge Notes and Warrants, requirements thereunder. (ii) hasIts representations and warranties contained herein (including the accompanying Investor Questionnaire) are being relied upon by the Company as a basis for such exemption under the Securities Act and under the State Securities Laws. The Investor further understands that, directly unless it notifies the Company in writing to the contrary at or indirectlybefore the Closing Date, each of the Investor’s representations and warranties contained in this Agreement will be deemed to have been automatically (and without any further action of the Investor) reaffirmed and confirmed as of the Closing Date, taking into account all information received by the Investor. The Investor agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons, and agents harmless, and to indemnify them against any and all liabilities, costs, and expenses incurred by them as a result of (i) any misrepresentation made by the Investor contained in this Agreement or the accompanying Investor Questionnaire; (ii) any sale or distribution by the Investor in violation of the Securities Act or any applicable state securities or “blue sky” laws; or (iii) any untrue statement of a material fact made by the Investor and contained herein. (iii) No U.S. state or federal agency or any other securities regulator of any state or country has passed upon or made any offers recommendation or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration endorsements of the Bridge Notes, Warrants merits or risks of an investment in the Securities or made any finding or determination as to the fairness of the terms of the offering of the Securities or any recommendation or endorsement thereof. (iv) The Securities are “restricted securities” under applicable federal securities laws and Common Stock issuable upon that the exercise thereof, respectively, Securities Act and the rules of the U.S. Securities and Exchange Commission (the “SEC”) provide in substance that the Investor may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or (iii) an exemption therefrom, and the Investor understands that, except as may be described in the SEC Reports, the Company has issued no obligation or intention to register any securitiesof the Securities. The Investor understands that under the SEC’s rules, including Common Stock or shares the Investor may dispose of any series of preferred stock the Securities principally only in “private placements” or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes of transactions that are exempt from registration under the Securities Act, would render in which event the exemptions from registration relied upon unavailabletransferee may acquire “restricted securities” subject to the same limitations as in the hands of the Investor. Consequently, or trigger any applicable stockholder approval provisions, including, without limitation, the Investor understands that the Investor must bear the economic risks of the investment in the Securities for an indefinite period of time. The Investor understands that the Company is under the rules and regulations of any exchange on which no obligation to register any of the securities of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof Securities under the Securities Act or cause the offering thereof to be integrated with other offerings ifany state securities or “blue sky” laws. The Investor will not sell, as a result of such integrationassign, the exemptions from registration relied upon in connection with the sale pledge, give, transfer or otherwise dispose of the Bridge Notes and WarrantsSecurities or any interest therein, would be unavailable. Assuming the accuracy or make any offer or attempt to do any of the representations and warranties foregoing, except pursuant to a registration of the Bridge InvestorsSecurities under the Securities Act and all applicable State Securities Laws, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be or in a transaction which is exempt from the registration requirements provisions of the Securities ActAct and all applicable State Securities Laws. The Investor understands that that the recordation of the Securities in book-entry form will include a legend substantially in the form indicated in Section 7 (which the Investor has read and understands), and that the Company and its Affiliates shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliatesAffiliates, nor nor, to the Company’s knowledge, any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (as those terms are used within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Bridge Notes and WarrantsShares hereunder, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Bridge Notes, Warrants sale and Common Stock issuable upon issuance by the exercise thereof, respectively, Company of the Shares under the Securities Act or (iii) has issued any securities, including shares of Company Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Company Common Stock, which, if Stock which would be integrated with the sale of the Bridge Notes or Warrants Shares to the Purchaser for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, Act or trigger of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listedNasdaq, nor will the Company or any of its Subsidiaries or affiliates Affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof Shares under the Securities Act or cause the offering thereof of the Shares to be integrated with other offerings if, as a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailableofferings. Assuming the accuracy of the representations and warranties of the Bridge InvestorsPurchaser, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof Shares to be issued by the Company to the Bridge Investors Purchaser pursuant to this Agreement will be exempt from the registration requirements of the Securities Act. None of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act but excluding the underwriters, their U.S. Affiliates, any selling group member or any person acting on any of their behalf, as to whom the Company makes no representation, warranty or covenant) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i)–(viii) under the Securities Act (a “Disqualification Event”). The Company has exercised reasonable care to determine: (i) the identity of each person that is an Issuer Covered Person; and (ii) whether any Issuer Covered Person is subject to a Disqualification Event. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the offer and sale of the Shares under the Securities Act.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Bridge Notes and Warrants, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers Holdco I intends to buy any security, under any circumstances that would require registration of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof, respectively, under the Securities Act or (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire issue shares of Common Stock, which, if integrated with Stock of Holdco I hereunder and Holdco II intends to issue Class A Units of Holdco II in reliance on the sale of the Bridge Notes or Warrants for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof under the Securities Act or cause the offering thereof to be integrated with other offerings if, as a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be exempt exemption from the registration requirements of the Securities 1933 Act provided by Rule 506 of Regulation D under the 1933 Act., or Section 4(a)(2) of the 1933 Act, and in reliance on exemptions from the registration or qualification requirements of state securities or “blue sky” laws. Notwithstanding any provision of this Agreement or any other document to the contrary, Holdco I will not be required to issue any shares of Common Stock of Holdco I, and Holdco II will not be required to issue any Class A Units of Holdco II, to any Seller, and no Seller will be entitled to receive any shares of Common Stock of Holdco I or Class A Units of Holdco II, if the Buyer Parties will not have received a completed Accredited Investor Questionnaire in respect of such Seller confirming that such Seller is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the 1933 Act, or the Buyer Parties are not otherwise satisfied, in their reasonable discretion, that such Seller is an “accredited investor” as so defined or that the issuance of shares of Common Stock of Holdco I or the issuance of Class A Units of Holdco II to such Seller is otherwise lawful. If the Buyer Parties have not received a completed Accredited Investor Questionnaire in respect of a Seller confirming that such Seller is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the 1933 Act, and is otherwise unable to satisfy itself, in its reasonable discretion, that a Seller is an “accredited investor” as so defined, or that the issuance of shares of Common Stock of Holdco I or the issuance of Class A Units of Holdco II to such Seller is otherwise lawful, then such Seller will be entitled to receive the portion of the Consideration attributable to the Class B Units of the Company held by such Seller that would have been paid in Common Stock of Holdco I solely in cash in lieu of such Common Stock of Holdco I.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, Investor understands and acknowledges that: (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D The Securities that it is acquiring under this Agreement are being sold pursuant to an exemption from registration under the Securities Act) . The Company may require additional information from Investor in connection respect of matters under such exemption from registration under the Securities Act, and such Investor shall provide such reasonably requested information to the Company on a timely basis so that the Company may comply with the offer or sale of the Bridge Notes and Warrants, requirements thereunder. (ii) hasIts representations and warranties contained herein (including the accompanying Investor Questionnaire) are being relied upon by the Company as a basis for such exemption under the Securities Act and under the State Securities Laws. Investor further understands that, directly unless it notifies the Company in writing to the contrary at or indirectlybefore the Closing Time, each of such Investor’s representations and warranties contained in this Agreement will be deemed to have been automatically (and without any further action of the Investors) reaffirmed and confirmed as of the Closing Time, taking into account all information received by the Investors. Investor agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons, and agents harmless, and to indemnify them against any and all liabilities, costs, and expenses incurred by them as a result of (A) any misrepresentation made by such Investor contained in this Agreement or the accompanying Investor Questionnaire; (B) any sale or distribution by such Investor in violation of the Securities Act or any applicable state securities or “blue sky” laws; or (C) any untrue statement of a material fact made by such Investor and contained herein. (iii) No U.S. state or federal agency or any other securities regulator of any state or country has passed upon or made any offers recommendation or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration endorsements of the Bridge Notes, Warrants merits or risks of an investment in the Securities or made any finding or determination as to the fairness of the terms of the offering of the Securities or any recommendation or endorsement thereof. (iv) The Securities are “restricted securities” under applicable federal securities laws and Common Stock issuable upon that the exercise thereof, respectively, Securities Act and the rules of the U.S. Securities and Exchange Commission (the “SEC”) provide in substance that Investor may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or (iii) has issued any securitiesan exemption therefrom. Investor understands that under the SEC’s rules, including Common Stock or shares such Investor may dispose of any series of preferred stock the Securities principally only in “private placements” or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes of transactions that are exempt from registration under the Securities Act, would render in which event the exemptions from registration relied upon unavailabletransferee may acquire “restricted securities” subject to the same limitations as in the hands of such Investor. Consequently, Investor understands that such Investor must bear the economic risks of the investment in the Securities for an indefinite period of time. Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or trigger make any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which offer or attempt to do any of the securities foregoing, except pursuant to a registration of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof Securities under the Securities Act and all applicable State Securities Laws, or cause the offering thereof to be integrated with other offerings if, as in a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be transaction which is exempt from the registration requirements provisions of the Securities ActAct and all applicable State Securities Laws. Investor understands that that the recordation of the Securities in book-entry form will include a legend substantially in the form indicated in Section 7 (which Investor has read and understands), and that the Company and its Affiliates shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, (a) The Investor is (i) has engaged in any form of general solicitation or general advertising (an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities ActAct by virtue of paragraph (a)(8) in connection with thereof; (ii) aware that the offer or sale of the Bridge Notes Series A Preferred Stock and Warrantsthe Common Stock issuable upon conversion of the Series A Preferred Stock being issued and sold pursuant to this Agreement (collectively, the “Securities”) is being made in reliance on a private placement exemption from registration under the Securities Act and applicable state securities Laws and (iii) acquiring the Securities for its own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in or otherwise distributing the same in any manner that violates the Securities Act. (b) The Investor understands and agrees that the Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that such Securities have not been and will not be registered under the Securities Act and that such Securities may be offered, resold, pledged or otherwise transferred only (i) in a transaction not involving a public offering, (ii) haspursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), directly or indirectly, made any offers or sales of any security or solicited any offers (iii) pursuant to buy any security, under any circumstances that would require an effective registration of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof, respectively, statement under the Securities Act or (iiiiv) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listed, nor will the Company or any one of its Subsidiaries or affiliates take Subsidiaries, in each of cases (i) through (iv) in accordance with any action or steps applicable state and federal securities Laws, and that would require registration it will notify any subsequent purchaser of any Securities from it of the Bridge Notesresale restrictions referred to above, Warrants or Common Stock issuable upon the exercise thereof as applicable. (c) The Investor understands that, unless sold pursuant to a registration statement that has been declared effective under the Securities Act or cause in compliance with Rule 144 thereunder, the offering thereof Company may require that the Securities will bear a legend or other restriction substantially to the following effect (it being agreed that if the Securities are not certificated, other appropriate restrictions shall be implemented to give effect to the following): “THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING, (II) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (IV) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.” (d) The Investor: (i) has such knowledge and experience in financial and business matters as to be integrated with other offerings if, as a result capable of evaluating the merits and risks of its prospective investment in the Securities and (ii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such integrationinvestment. The foregoing, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrantshowever, would be unavailable. Assuming the accuracy of does not limit or modify the representations and warranties of the Bridge Investors, Company in Section 4 of this Agreement or the offer and sale right of the Bridge NotesInvestor to rely on such representations and warranties, Warrants provided that the Investor acknowledges and Common Stock issuable agrees that, other than the representations and warranties in Section 4 of this Agreement, there are no other representations and warranties of the Company either express or implied. (e) The Investor acknowledges that (i) it has conducted its own investigation of the Company and the terms of the Securities, (ii) it has had access to the Company’s public filings with the SEC and to such financial and other information as it deems necessary to make its decision to purchase the Securities, (iii) it has been offered the opportunity to conduct such review and analysis of the business, assets, condition, operations and prospects of the Company and its Subsidiaries and to ask questions of the Company and received answers thereto, each as it deemed necessary in connection with the decision to purchase the Securities and (iv) any projections, estimates or forecasts of future results or events provided by or on behalf of the Company are subject to uncertainty and to the assumptions used in their preparation. The Investor further acknowledges that it has had such opportunity to consult with its own counsel, financial and tax advisors and other professional advisers as it believes is sufficient for purposes of the purchase of the Securities. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 4 of this Agreement or the right of the Investor to rely on such representations and warranties, provided that the Investor acknowledges and agrees that, other than the representations and warranties in Section 4 of this Agreement, there are no other representations and warranties of the Company either express or implied. (f) The Investor understands that the Company will rely upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be exempt from the registration requirements truth and accuracy of the Securities Actforegoing representations, acknowledgements and agreements.

Private Placement. Neither the Company Issuer nor any of its Subsidiaries or affiliatesAffiliates, nor any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Bridge Notes and WarrantsSecurities, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof, respectively, Securities under the Securities Act or (iii) has issued any securities, including shares of Common Stock or shares of any series of preferred stock or other securities or instruments (other than the Securities issued under the Old Agreement) convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, Stock which, if to our knowledge, would be integrated with the sale of the Bridge Notes or Warrants Securities hereunder for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, Act or trigger of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listed, nor will the Company Issuer or any of its Subsidiaries or affiliates Affiliates take any action or steps that would would, to our knowledge, require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof Securities under the Securities Act or cause the offering thereof of the Securities to be integrated with other offerings ifofferings; provided, as a result of such integrationhowever, the exemptions from registration relied upon in connection with the sale that if any integration shall have occurred prior to repayment or conversion of the Bridge Notes and WarrantsNotes, would be unavailablethen the indemnification provisions under Section 9.1 shall apply notwithstanding anything stated therein. Assuming the accuracy of the representations and warranties of the Bridge InvestorsInvestor, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof Securities by the Company Issuer to the Bridge Investors Investor pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Bridge Notes and Warrants, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof, respectively, under the Securities Act or (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if Stock which would be integrated with the sale of the Bridge Notes or Warrants to such Bridge Investor for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, Act or trigger of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof under the Securities Act or cause the offering thereof to be integrated with other offerings if, as a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailableofferings. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, The Investor understands and acknowledges that: (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D The Securities that it is acquiring under this Agreement are being sold pursuant to an exemption from registration under the Securities Act) . The Company may require additional representations from the Investor in connection respect of matters under such exemption from registration under the Securities Act, and the Investor shall provide the requested information to the Company on a timely basis so that the Company may comply with the offer or sale of the Bridge Notes and Warrants, requirements thereunder. (ii) hasIts representations and warranties contained herein are being relied upon by the Company as a basis for such exemption under the Securities Act and under the securities laws of various other foreign and domestic jurisdictions. The Investor further understands that, directly unless it notifies the Company in writing to the contrary at or indirectlybefore the date hereof or the Closing Date, as the case may be, each of the Investor’s representations and warranties contained in this Agreement will be deemed to have been automatically (and without any further action of the Investor) reaffirmed and confirmed as of the date hereof or the Closing Date, as applicable, taking into account all information received by the Investor. (iii) No U.S. state or federal agency or any other securities regulator of any state or country has passed upon the merits or risks of an investment in the Securities or made any offers finding or sales of any security or solicited any offers determination as to buy any security, under any circumstances that would require registration the fairness of the Bridge Notes, Warrants terms of the offering of the Securities or any recommendation or endorsement thereof. (iv) The Securities are “restricted securities” under applicable federal securities laws and Common Stock issuable upon that the exercise thereof, respectively, Securities Act and the rules of the SEC provide in substance that the Investor may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or (iii) an exemption therefrom, and the Investor understands that the Company has issued no obligation or intention to register any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes Securities, or, other than as contemplated herein, to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). Accordingly, the Investor understands that under the SEC’s rules, the Investor may dispose of the Securities principally only in “private placements” that are exempt from registration under the Securities Act, would render in which event the exemptions from registration relied upon unavailabletransferee will acquire “restricted securities” subject to the same limitations as in the hands of the Investor. Consequently, the Investor understands that the Investor must bear the economic risks of the investment in the Securities for an indefinite period of time. The Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or trigger make any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which offer or attempt to do any of the securities foregoing, except pursuant to a registration of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof Securities under the Securities Act and all applicable State Securities Laws, or cause the offering thereof to be integrated with other offerings if, as in a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be transaction which is exempt from the registration requirements provisions of the Securities ActAct and all applicable State Securities Laws. The Investor understands that that the recordation of the Securities in book-entry form will include a legend substantially in the form indicated in Section 6 (which the Investor has read and understands), and that the Company and its Affiliates shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliatesAffiliates, nor nor, to the Company’s knowledge, any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Bridge Notes and WarrantsSecurities hereunder, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Bridge Notes, Warrants sale and Common Stock issuable upon issuance by the exercise thereof, respectively, Company of the Securities under the Securities Act or (iii) has issued any securities, including shares of Company Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Company Common Stock, which, if Stock which would be integrated with the sale of the Bridge Notes or Warrants Securities to the Purchasers for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, Act or trigger of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listedlisted or designated, nor will the Company or any of its Subsidiaries or affiliates Affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof Securities under the Securities Act or cause the offering thereof of the Securities to be integrated with other offerings if, as a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailableofferings. Assuming the accuracy of the representations and warranties of the Bridge InvestorsPurchasers, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof Securities to be issued by the Company to the Bridge Investors Purchasers pursuant to this Agreement will be exempt from the registration requirements of the Securities Act. None of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering, any beneficial owner of 20% or more of the Company's outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act but excluding the underwriters, their U.S. Affiliates, any selling group member or any person acting on any of their behalf, as to whom the Company makes no representation, warranty or covenant) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i)–(viii) under the Securities Act (a “Disqualification Event”). The Company has exercised reasonable care to determine: (i) the identity of each person that is an Issuer Covered Person; and (ii) whether any Issuer Covered Person is subject to a Disqualification Event. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the Securities Act.

Private Placement. Neither The Parent Common Stock shall not have been registered under applicable Federal or State securities laws. Each Shareholder will receive Parent Common Stock in a private placement exempt from registration under applicable provisions of the Securities Act of 1933, as amended ("Securities Act"), and regulations thereunder, and Texas securities laws. Accordingly, such shares shall be "legended," will be restricted securities as defined in Rule 144 under the Securities Act ("Rule 144") and the recipient's resale of the Parent Common Stock will be governed by, among other provisions, Rule 144, this Agreement, Parent's I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, Parent's Pre-Clearance and Blackout Policy and Parent's Policy on Securities Trades by Company nor Personnel (as applicable), copies of which have been furnished to or have been made available to Shareholders. A Shareholder shall not sell his or her Parent Common Stock without registration (as set forth herein or otherwise) under the Securities Act and any applicable Blue Sky laws, or unless an exemption from registration is available and the Shareholder has provided to Parent an opinion of counsel satisfactory to the Parent that such registration is not required in connection with any such transaction. Registration Rights. In the event that Parent proposes to file a registration statement under the Securities Act for purposes of a public offering of securities of Parent of the same class as the Parent Common Stock (excluding any registration statements for which Parent has contractually agreed not to grant such rights to register any of its Subsidiaries equity securities under the Securities Act, a registration statement on Form S-8 (or affiliatesany successor form) or any other registration statement relating to employee benefit plans or filed in connection with an exchange offer or a transaction to which Rule 145 (or any successor provision) under the Securities Act applies, nor (each, together with any Person acting on final prospectus, exhibit, supplement or amendment thereto, a "Registration Statement"), then Parent shall in each case give Shareholders written notice of such proposed filing at least twenty (20) days prior to the anticipated filing date, and such notice shall give each Shareholder the opportunity to include all or part of Parent Common Stock received by Shareholder pursuant to this Agreement in such registration. A Shareholder who wants included all or part of his shares of Parent Common Stock in such Registration Statement (each, a "Selling Shareholder") shall provide Parent with written notice, at least ten (10) days prior to the anticipated filing date of such Registration Statement, of the number of shares of Parent Common Stock such Selling Shareholder wants included within the filing. If Parent does not file such Registration Statement or if such Registration Statement is not declared effective by the SEC, Parent shall give each Selling Shareholder notice thereof, and Parent shall be relieved of its obligation to register any of the shares of Parent Common Stock for which inclusion was requested in such registration. If the offering is to be an underwritten offering and, in the written opinion of the managing underwriter the total amount of securities to be so registered (including the shares requested by the Shareholders) will exceed the maximum amount of the Parent's securities which can be marketed without adversely affecting the officering, then Parent, in its sole discretion, shall be entitled to reduce the number of shares of Parent Common Stock requested by the Shareholders to be included in such registration to zero. Parent shall pay all costs and expenses related to the registration of the Parent Common Stock, except that the Selling Shareholders shall be responsible for any sales, broker's or their behalfunderwriting commissions, if any, applicable to such Selling Shareholders' shares of Parent Common Stock included in a Registration Statement. Parent shall, not less than three (3) business days prior to the filing of a Registration Statement, (i) has engaged furnish to any Selling Shareholder copies of the Registration Statement proposed to be filed, which will be subject to the review of such Selling Shareholder, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in any form the reasonable opinion of general solicitation or general advertising (respective counsel to conduct a reasonable investigation within the meaning of Regulation D the Securities Act. Furthermore, Parent shall advise each Selling Shareholder, within two (2) business days: (x) after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose, or any other order issued by any state securities commission or other regulatory authority suspending the qualification or exemption from qualification of such shares of Parent Common Stock under state securities or "blue sky" laws; and (y) when the prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has become effective. Parent agrees to indemnify and hold harmless each Selling Shareholder from and against any losses, claims, damages, liabilities or expenses to which such Selling Shareholder may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of, or are based upon (A) any untrue statement of a material fact contained in the Registration Statement or prospectus, (B) any failure by Parent to fulfill any undertaking included in the Registration Statement (through no fault of either Selling Shareholder), and (C) any violation of the Securities Act) in connection with , the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Bridge Notes and Warrants, shares of Parent Common Stock (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration but excluding claims arising from a failure of the Bridge NotesSelling Shareholder to deliver the prospectus timely provided by Parent in compliance with applicable securities laws, Warrants where such failure to deliver was the cause of such claim or would have corrected the alleged damage), and Common Stock issuable Parent will promptly reimburse such Selling Shareholder for any reasonable legal or other expenses incurred in investigating, defending or preparing to defend, settling, compromising or paying any such action, proceeding or claim; provided, however, that Parent shall not be liable in any such case to the extent that such loss, claim, damage, liability or expense arises solely out of, or is based solely upon, an untrue statement made in such Registration Statement in reliance upon and in conformity with written information furnished to Parent by such Selling Shareholder specifically for use in preparation of the exercise thereofRegistration Statement. The Selling Shareholders agree (severally and not jointly) to indemnify and hold harmless Parent (and each person, respectivelyif any, who controls Parent within the meaning of Section 15 of the Securities Act, each officer of Parent who signs the Registration Statement and each director of Parent) from and against any losses, claims, damages, liabilities or expenses to which Parent (or any such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as such losses, claims, damages, liabilities or expenses (iiior actions or proceedings in respect thereof) has issued arise solely out of, or are based solely upon, any securitiesuntrue statement of a material fact contained in the Registration Statement, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable but only if and to the extent that such untrue statement was made in reliance upon and in conformity with written information furnished by the Selling Shareholders specifically for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale use in preparation of the Bridge Notes Registration Statement (provided, however, that the Selling Shareholders shall not be liable in any such case for any untrue statement in any Registration Statement or Warrants for purposes of prospectus if such statement has been corrected in writing by such Selling Shareholder and delivered to Parent at least three business days prior to the Securities Act, would render the exemptions from registration relied upon unavailable, pertinent sale or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof under the Securities Act or cause the offering thereof to be integrated with other offerings if, as a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof sales by the Company to the Bridge Investors pursuant to this Agreement will be exempt from the registration requirements of the Securities ActSelling Shareholders).

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale Each of the Bridge Notes and Warrants, (ii) has, directly or indirectly, made any offers or sales Sellers understands that investment in shares of any security or solicited any offers to buy any security, under any circumstances that would require registration Acquisition Stock is a speculative investment involving a high degree of risk. Each of the Bridge Notes, Warrants Sellers is aware that there is no guarantee that it will realize any gain from accepting the Acquisition Shares as acquisition consideration. Sellers are acquiring the Acquisition Shares for its own account and Common Stock issuable upon not with a view to the exercise thereof, respectively, under the Securities Act or (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder distribution thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes in violation of the Securities Act, would render the exemptions from registration relied upon unavailable, or trigger and any applicable stockholder approval provisions, including, without limitation, under the rules and regulations securities laws of any exchange on which any state. (ii) Each of the securities Sellers is an “accredited investor” as defined in Rule 501(a) of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof Regulation D promulgated under the Securities Act Act. Sellers are financially able to bear the economic risk of its decision to accept the Acquisition Shares as acquisition consideration, including the ability (but not the intention) to hold the Acquisition Shares indefinitely or cause to afford a complete loss of its investment in the offering thereof Acquisition Shares. Each of the Sellers has such knowledge and experience in financial and business matters as to be integrated with other offerings if, as a result capable of such integration, evaluating the exemptions from registration relied upon merits and risks of an investment in connection with the sale shares. (iii) Each of the Bridge Notes and WarrantsSellers acknowledges that the certificates for the securities comprising the Acquisition Shares that Sellers will receive will contain legends substantially as follows: THE SHARES THAT ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, would be unavailableAS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR EAGLE FORD OIL & GAS CORP. Assuming the accuracy of the representations and warranties of the Bridge Investors(THE “COMPANY”) RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE. THE SHARES THAT ARE REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE PURCHASE AGREEMENT, the offer and sale of the Bridge NotesBETWEEN THE COMPANY, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be exempt from the registration requirements of the Securities ActTDLOG, LLC, SAFARI ADVENTURE PRODUCTIONS, INC., ▇▇▇▇▇ ▇▇▇▇▇▇▇ AND EAGLE FORD OIL & GAS CORP.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliatesAffiliates, nor nor, to the Company’s knowledge, any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (as those terms are used within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Bridge Notes and WarrantsShares hereunder, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Bridge Notes, Warrants sale and Common Stock issuable upon issuance by the exercise thereof, respectively, Company of the Shares under the Securities Act or (iii) has issued any securities, including shares of Company Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Company Common Stock, which, if Stock which would be integrated with the sale of the Bridge Notes or Warrants Shares to the Purchasers for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, Act or trigger of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listedNasdaq, nor will the Company or any of its Subsidiaries or affiliates Affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof Shares under the Securities Act or cause the offering thereof of the Shares to be integrated with other offerings if, as a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailableofferings. Assuming the accuracy of the representations and warranties of the Bridge InvestorsPurchasers, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof Shares to be issued by the Company to the Bridge Investors Purchasers pursuant to this Agreement will be exempt from the registration requirements of the Securities Act. None of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act but excluding the underwriters, their U.S. Affiliates, any selling group member or any person acting on any of their behalf, as to whom the Company makes no representation, warranty or covenant) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i)–(viii) under the Securities Act (a “Disqualification Event”). The Company has exercised reasonable care to determine: (i) the identity of each person that is an Issuer Covered Person; and (ii) whether any Issuer Covered Person is subject to a Disqualification Event. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the offer and sale of the Shares under the Securities Act.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, (a) Each Shareholder (i) has engaged is not located in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Bridge Notes and WarrantsUnited States, (ii) hasis not a U.S. Person, (iii) is not acquiring the Exchangeable Shares and will not acquire the Surge Securities for the account or benefit of a U.S. Person or a person in the United States, and (iv) did not execute or deliver this Agreement in the United States. (b) Each Shareholder understands and agrees that if it decides to offer, sell, pledge or otherwise transfer any of the Surge Securities, it will not offer, sell, pledge or otherwise transfer any of such securities, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, unless such securities are registered for resale under the Securities Act and under any circumstances applicable state securities laws, if required, or: (i) the transfer is to Surge; (ii) the transfer is made outside the United States in accordance with the provisions of Regulation S and in compliance with applicable local laws and regulations; (iii) the transfer is made in compliance with an exemption from registration under the Securities Act provided by Rule 144 thereunder, if available, and in accordance with applicable state securities laws; or (iv) the transfer is made in another transaction that would does not require registration of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof, respectively, under the Securities Act or any applicable state securities laws after the seller furnishes to Surge an opinion of outside counsel in form and substance reasonably satisfactory to Surge or other evidence reasonably satisfactory to Surge to such effect. Each Shareholder acknowledges and agrees that it will not engage in any hedging transactions with regard to the Surge Securities unless in compliance with the Securities Act. Each Shareholder acknowledges and agrees that a legend reflecting the restrictions and limitations on transfer and hedging set forth in this Section 5.8(b) will be placed on the certificates representing the Surge Securities, and all certificates issued in exchange therefor or in substitution thereof, until such time as it is no longer required under the Securities Act or applicable state securities laws. Each Shareholder consents to Surge making a notation on its records or giving instructions to any transfer agent for the Surge Securities in order to implement the restrictions on transfer set forth and described herein. (iiic) has issued any securities, including Common Stock Each Shareholder understands and acknowledges that the Exchangeable Shares and the Surge Securities have not been registered under the Securities Act or shares the securities laws of any series state of preferred stock the United States and that the issuance of such securities contemplated hereby will be made in reliance upon an exclusion from such registration requirements and, in the case of the Surge Securities, such securities will be “restricted securities” within the meaning of Rule 144 under the Securities Act. Each Shareholder is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. SHAREHOLDER UNDERSTANDS AND ACKNOWLEDGES HEREIN THAT AN INVESTMENT IN THE EXCHANGEABLE SHARES AND SURGE SECURITIES INVOLVES AN EXTREMELY HIGH DEGREE OF RISK AND MAY RESULT IN A COMPLETE LOSS OF ITS INVESTMENT. Shareholder has no immediate need for liquidity in connection with this investment, does not anticipate that Shareholder will be required to sell its Exchangeable Shares or other Surge Securities in the foreseeable future. (d) Without in any way limiting the representations set forth above, each Shareholder further understands and agrees not to make any disposition of all or any portion of the Exchangeable Shares unless and until the transferee has agreed in writing for the benefit of Purchaser and Surge to make the representations and agreements set forth in this Section 5.8 and be bound by the provisions of Section 10.6. (e) Each Shareholder understands and acknowledges that upon the original issuance of the Surge Securities, and until such time as the same is no longer required under applicable requirements of the Securities Act or applicable state securities laws, certificates representing the Surge Securities and all certificates issued in exchange therefor or instruments convertible intoin substitution thereof, exchangeable for or otherwise entitling may bear the holder thereof to acquire shares of Common Stockfollowing legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, whichAS AMENDED (THE “SECURITIES ACT”), OR THE LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.” 7 provided, that, if integrated with the sale any of the Bridge Notes or Warrants for purposes Surge Securities are being sold pursuant to Rule 144 of the Securities Act, would render the exemptions from registration relied upon unavailablelegend may be removed by delivery to Surge’s transfer agent of an opinion of counsel in form and substance satisfactory to the Surge, or trigger any to the effect that the legend is no longer required under applicable stockholder approval provisions, including, without limitation, under the rules and regulations requirements of any exchange on which any of the securities of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof under the Securities Act or cause state securities laws. (f) Each Shareholder acknowledges that it is not relying upon any Person other than Purchaser and its officers and directors in making Shareholder’s investment or decision to invest in the offering thereof Exchangeable Shares and the Surge Securities exchangeable therefor. (g) Each Shareholder has had the opportunity to be integrated with other offerings ifobtain independent tax and investment advice respecting entering into this Agreement and completing the transactions contemplated hereby. (h) Each Shareholder is acquiring the Exchangeable Shares and will acquire the Surge issuable upon exchange of the Exchangeable Shares for investment for such Shareholder’s own account, not as a result nominee or agent and not with a view to the resale or distribution of any part thereof in violation of United States federal or state securities laws. (i) Each Shareholder has received all the information it considers necessary or appropriate for deciding whether to obtain the Exchangeable Shares as consideration in this Transaction. Each Shareholder has had an opportunity to ask questions and receive answers from Purchaser regarding the rights, preferences and privileges under the Exchangeable Shares and the business, properties, prospects and financial condition of Purchaser and Surge. (j) Each Shareholder has such integration, knowledge and experience in financial or business matters that it is capable of evaluating the exemptions from registration relied upon in connection with merits and risks of owning the sale Exchangeable Shares and the Surge Securities. Each Shareholder acknowledges that such Shareholder’s ownership of the Bridge Notes Exchangeable Shares involves a high degree of risk and Warrantsthat such Shareholder is able, would be unavailable. Assuming without materially impairing its financial condition, to hold the accuracy Exchangeable Shares for an indefinite period of time and to suffer a complete loss of its investment. (k) Each Shareholder understands that the representations representations, warranties , covenants and warranties of the Bridge Investors, the offer acknowledgements set forth in this Section 5.8 constitute a material inducement to Purchaser and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company Surge to the Bridge Investors pursuant to enter into this Agreement will be exempt from the registration requirements of the Securities ActAgreement.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, (ia) has engaged Seller is an “accredited investor” as defined in any form of general solicitation or general advertising (within the meaning of Regulation D promulgated under the Securities Act. Seller has such knowledge and experience in financial and business matters, is capable of evaluating the merits and risks of an investment in Buyer Stock constituting the Stock Consideration, is able to bear the economic risk of such ownership, and can afford to suffer the complete loss of Seller’s investment therein. (b) Seller acknowledges and agrees that Buyer Stock included in connection with the offer or sale Stock Consideration will not, as of the Bridge Notes and WarrantsClosing, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof, respectively, be registered under the Securities Act or (iii) has issued any securitiesstate or foreign securities laws, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof under the Securities Act or cause the offering thereof to be integrated with other offerings if, as a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of Buyer Stock included in the Bridge NotesStock Consideration is being made in reliance on one or more exemptions for private offerings under the Securities Act and other applicable securities Laws. Seller acknowledges and agrees that Buyer Stock included in the Stock Consideration may not be sold, Warrants transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is registered under the Securities Act and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors any applicable state or foreign securities Laws or sold pursuant to this Agreement will be exempt an exemption from registration under the registration requirements of Securities Act and any applicable state or foreign securities Laws. Seller further acknowledges and agrees that Buyer Stock included in the Stock Consideration constitute “restricted securities” as such term is defined in Rule 144 promulgated under the Securities Act, and will initially bear the legend set forth in Section 2.5(d). (c) Seller has been provided an opportunity to ask questions of, and ▇▇▇▇▇▇ has received answers to any such questions satisfactory to Seller from, Buyer and its Representatives regarding Buyer and the terms and conditions of this Agreement, the Ancillary Documents, Buyer’s charter documents and such other matters pertaining to an investment in Buyer Stock that Seller has deemed to be relevant. (d) Seller acknowledges and agrees that it has received such information as it deems necessary, in order to make an investment decision with respect to the shares of Buyer Stock, and that for purposes of this Section 4.7, that information consists of the information included in Buyer’s annual, quarterly and other periodic reports and other information filed from time to time with the SEC. Seller acknowledges and agrees it became aware of, and the shares of Buyer Stock are being offered by this Agreement, without any general solicitation. (e) Seller has sought such accounting, legal and tax advice as Seller has considered necessary to make an informed investment decision.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, (i) Such Investor, either alone or together with its representatives, has engaged sufficient knowledge, sophistication and experience in any form business and financial matters so as to be capable of general solicitation or general advertising (within evaluating the meaning of Regulation D under the Securities Act) in connection with the offer or sale merits and risks of the Bridge Notes prospective investment in the ADSs, and Warrantshas so evaluated the merits and risks of such investment. Such Investor is able to bear the economic risk of an investment in the ADSs and, at the present time, is able to afford a complete loss of such investment. (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers Such Investor understands that the ADSs are being offered and sold to buy any security, under any circumstances that would require registration of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof, respectively, under the Securities Act or (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof under the Securities Act or cause the offering thereof to be integrated with other offerings if, as it in a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be transaction exempt from the registration requirements of the United States federal and state securities laws in reliance on Regulation D and that the Company is relying in part upon the truth and accuracy of, and such Investor’s compliance with, the representations, warranties and agreements of such Investor herein to determine the compliance of this transaction with Regulation D and the eligibility of such Investor to acquire the ADSs. (iii) At the time such Investor was offered the ADSs, it was, and at the date hereof it is, and on the date of the Closing it will be, an “accredited investor” as defined in Rule 501(a) under the Securities Act. (iv) Such Investor understands that the ADSs have not been and will not be registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred other than (A) outside of the United States accordance with Rule 904 under the Securities Act, (B) pursuant to an exemption from the registration requirements under the Securities Act, or (C) pursuant to an effective registration statement under the Securities Act, in each case in compliance with all applicable state securities laws and the securities laws of any other jurisdiction applicable to such sale, assignment or transfer. (v) Such Investor represents that it is acquiring the ADSs for its own account for investment purposes only and not with a view to or for distributing or selling such ADSs or any part thereof or any interest therein in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such ADSs in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such ADSs in violation of the Securities Act or any applicable state securities law. (vi) Such Investor will not reoffer or resell any of the ADSs (or the ordinary shares represented thereby) directly or indirectly to the public in Israel without a prospectus or any exemption therefrom under the Israeli Securities Law.

Private Placement. Neither If and to the extent that Seller Parties or any Seller Subsidiary shall receive any Purchaser Qualifying Securities or a Purchaser Note, as of the Company nor Value Delivery Date: (a) Any Seller Party or any such Seller Subsidiary is acquiring such Purchaser Qualifying Securities or a Purchaser Note solely for the purpose of investment for its Subsidiaries own account, not as a nominee or affiliatesagent, nor any Person acting on its and not with a view to, or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the for offer or sale in connection with, any distribution thereof in any transaction which would be in violation of the Bridge Notes and Warrants, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration securities laws of the Bridge NotesUnited States of America or any state thereof. No Seller Party nor any Seller Subsidiary has any contract, Warrants and Common Stock issuable upon the exercise thereofundertaking, respectivelyagreement or arrangement with any Person to sell, under the Securities Act transfer or (iii) has issued grant participation to any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof third person with respect to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listed, nor will the Company Purchaser Qualifying Securities or any of its Subsidiaries Purchaser Note which Seller Parties or affiliates take any action Seller Subsidiary may receive. Seller Parties and any Seller Subsidiary understand that any Purchaser Qualifying Securities or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof Purchaser Note have not been registered under the Securities 1933 Act or cause the offering thereof to be integrated with other offerings if, as by reason of a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be exempt specific exemption from the registration requirements provisions of the 1933 Act which depends upon, among other things, the bona fide nature of the investment intent as expressed herein; (b) Each Seller Party and each Seller Subsidiary has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in any Purchaser Qualifying Securities or any Purchaser Note which Seller Parties or any Seller Subsidiary may receive and Seller Parties and any Seller Subsidiary are capable of bearing the economic risks of such investment; and (c) Seller Parties and each Seller Subsidiary understand that any Purchaser Qualifying Securities or any Purchaser Note which Seller Parties or any Seller Subsidiary may receive may not be sold, transferred to or otherwise disposed of without registration under the 1933 Act., or the availability of any exemption therefrom. ARTICLE 4

Private Placement. Neither the Company SRGL nor any of its Subsidiaries or affiliates, nor any Person person acting on its SRGL's behalf has sold or their behalf, (i) has engaged in offered to sell or solicited any offer to buy the Convertible Shares by means of any form of general solicitation or general advertising (within the meaning of Regulation D Rule 502 under the Securities Act) in connection with the offer or sale . Neither SRGL nor any person acting on behalf of the Bridge Notes and Warrants, (ii) SRGL has, directly or indirectly, at any time within the past six months, made any offers offer or sales sale of any security or solicited solicitation of any offers offer to buy any security, security of SRGL under any circumstances that would require registration (i) eliminate the availability of the Bridge Notes, Warrants exemption from registration under Regulation D in connection with the offer and Common Stock issuable upon sale by SRGL of the exercise thereof, respectively, under the Securities Act Convertible Shares as contemplated hereby or (iiiii) has issued any securities, including Common Stock or shares cause the offering of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof Convertible Shares and the Ordinary Shares into which the Convertible Shares may be converted pursuant to acquire shares of Common Stock, which, if this Agreement to be integrated with the sale of the Bridge Notes or Warrants prior offerings by SRGL for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, or trigger any applicable stockholder Law or Member approval provisionsrequirements, including, without limitation, under the rules and regulations of any exchange on which any the New York Stock Exchange. None of the securities of the Company are listed, nor will the Company SRGL or any of its Subsidiaries or affiliates any person acting on their behalf will take any action or steps referred to in the preceding sentence that would require the registration of any of the Bridge Notes, Warrants or Common Stock issuable upon Convertible Shares and the exercise thereof Ordinary Shares into which the Convertible Shares may be converted under the Securities Act or cause the offering thereof to be integrated with the other offerings iffor purposes of any applicable Law or Member approval requirements. Neither SRGL nor any of its Subsidiaries is an "investment company" as defined in the Investment Company Act, as or is registered or required to be registered thereunder. SRGL is not a result United States real property holding corporation within the meaning of such integrationthe Foreign Investment in Real Property Tax Act of 1980. No consent, license, permit, waiver approval or authorization of, or designation, declaration, registration or filing with, the exemptions from registration relied upon SEC or any state securities regulatory authority is required in connection with the sale offer, sale, issuance or delivery of the Bridge Notes Convertible Shares and Warrantsthe Ordinary Shares into which the Convertible Shares may be converted, would be unavailableother than the possible filing of a Form D with the SEC. Assuming the accuracy of the representations and warranties of the Bridge Investorsmade by Investors in this Agreement, the offer and sale issuance by SRGL of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be Convertible Shares is exempt from the registration requirements of under the Securities Act.

Private Placement. Assuming the accuracy of the representations of the Purchasers in the Purchase Agreement, on the Closing Date and solely as this Section 3.9 relates to the issue and sale of the Warrant Shares on the date(s) of exercise of the Warrants and the issue and sale of the Agent Warrant Shares on the date(s) of exercise of the Agent Warrants, the offer, issue and sale of the Securities, the issuance of the Agent Warrant Shares upon exercise of the Agent Warrant (assuming no change in applicable law prior to the date the Shares and Agent Warrant Shares are issued), are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 (the “Securities Act”) and have been or will be registered or qualified (or are or will be exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company Company, nor any of its Subsidiaries or affiliates, nor any Person person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Bridge Notes and Warrants, (ii) has, directly or indirectly, indirectly made any offers or sales of any security or solicited any offers to buy any security, security under any circumstances that would require registration of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof, respectively, under the Securities Act or (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes issuance of the Securities Actto the purchasers in the Private Placement or the Agent Warrants. The Shares, would render the exemptions from registration relied upon unavailable, or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof under of the Securities Act or cause the offering thereof Warrants pursuant to be integrated with other offerings if, as a result of such integrationtheir terms, the exemptions from registration relied upon Warrant Shares and Agent Warrant Shares will be quoted on the Nasdaq Stock Market (the “Principal Market”). Other than the Company SEC Documents, the Company has not distributed and will not distribute prior to the Closing any offering material in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer offering and sale of the Bridge NotesSecurities, Warrants and Common Stock issuable upon unless such offering materials are provided to the exercise thereof by Agent prior to or simultaneously with such delivery to the offerees of the Securities. The Company agrees that no Private Placement Documents (as hereinafter defined) or materials presented or distributed to the Potential Investors, including the Company SEC Documents, shall contain an untrue statement of a material fact or omit to state a material fact necessary to make the Bridge Investors pursuant to this Agreement will be exempt from the registration requirements statements therein, in light of the Securities Actcircumstances under which they were made, not misleading.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Bridge Notes and Warrants, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof, respectively, under the Securities Act or (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof under the Securities Act or cause the offering thereof to be integrated with other offerings if, as a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the The offer and sale of the Bridge Notes, Warrants and shares of Buyer Common Stock issuable upon constituting a portion of the exercise thereof by the Company to the Bridge Investors Merger Consideration are being made pursuant to this Agreement will an exemption from the registration requirements under the Securities Act and, therefore, cannot be exempt resold unless they are subsequently registered under the Securities Act and applicable state securities laws or unless exception from such registration is available. Parent may not sell, assign, pledge, transfer or otherwise dispose of or encumber any shares of Buyer Common Stock constituting a portion of the Merger Consideration received by it except pursuant to an exemption from the registration requirements of the Securities ActAct and applicable state securities laws until such securities have been registered under the Securities Act and any applicable state laws. Any transfer or purported transfer in violation of this Section 9.1 shall be voidable by Buyer, and Buyer will not be required or obligated to register any transfer of the shares of Buyer Common Stock constituting a portion of the Merger Consideration in violation of this Section 9.1. Buyer may, and may instruct its transfer agent, to place such stop-transfer orders as may be required on the transfer books of Buyer in order to ensure compliance with this Section 9.1. Each certificate representing Buyer Common Stock constituting the Closing Consideration and the Additional Consideration, if any, shall be endorsed with a legend in substantially the form set forth below (which shall be removed in accordance with the Registration Rights Agreement): “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (ii) PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (iii) PURSUANT TO THE RESALE PROVISIONS OF RULE 144 PROMULGATED THEREUNDER.”

Private Placement. Neither Each of Drake and Seller acknowledges and understands that the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Bridge Notes and Warrants, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Bridge Notes, Warrants and Parent Common Stock issuable upon the exercise thereof, respectively, under the Securities Act or (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof under the Securities Act or cause the offering thereof to be integrated with other offerings if, as a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company issued to the Bridge Investors Seller pursuant to this Agreement will be exempt issued in reliance upon exemptions from registration under (a) the United States Securities Act of 1933, as amended (the “Securities Act”), by reason of Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder, and (b) applicable state securities laws, and Parent is relying in part upon the truth and accuracy of the representations, warranties and agreements of Drake and Seller set forth herein in order to determine the availability of such exemptions. Each of Drake and Seller has been advised, and acknowledges and understands, that the shares of Parent Common Stock to be issued at the Closing pursuant to this Agreement: (i) have not been, and will not be, registered under the Securities Act or any state securities laws, (ii) constitute “restricted securities” as defined in Rule 144 promulgated under the Securities Act and (iii) may not be offered for sale, sold, assigned or transferred unless they are registered under the Securities Act and applicable state securities laws or unless exemptions from such registration requirements are available. Each of Drake and Seller is acquiring the Parent Common Stock for its own account, for investment and not with a view to, or for resale in connection with, any public sale or distribution thereof within the meaning of the Securities Act, and neither Drake nor Seller has a present arrangement to effect any distribution of the Parent Common Stock to or through any Person. Each of Drake and Seller has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. Each of Drake and Seller has access to all reports filed by Parent pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and has been furnished with all additional information relating to Parent and the Parent Common Stock as desired in order to evaluate the merits and risks inherent in investing in the Parent Common Stock. Each of Drake and Seller has been afforded the opportunity to ask questions of the Parent, which questions were answered to the satisfaction of Drake and Seller. Each of Drake and Seller has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to an investment in the Parent Common Stock. Neither Drake nor Seller has been offered the Parent Common Stock by any form of general advertising or general solicitation.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, Such Investor understands and acknowledges that: (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D The Securities that it is acquiring under this Agreement are being sold pursuant to an exemption from registration under the Securities Act) . The Company may require additional representations from certain Investors in connection respect of matters under such exemption from registration under the Securities Act, and such Investor shall provide the requested information to the Company on a timely basis so that the Company may comply with the offer or sale of the Bridge Notes and Warrants, requirements thereunder. (ii) hasIts representations and warranties contained herein are being relied upon by the Company as a basis for such exemption under the Securities Act and under the securities laws of various other foreign and domestic jurisdictions. Such Investor further understands that, directly unless it notifies the Company in writing to the contrary at or indirectlybefore the Signing Date or the Closing Date, as the case may be, each of such Investor’s representations and warranties contained in this Agreement will be deemed to have been automatically (and without any further action of the Investor) reaffirmed and confirmed as of the Signing Date or the Closing Date, as applicable, taking into account all information received by the Investor. (iii) No U.S. state or federal agency or any other securities regulator of any state or country has passed upon the merits or risks of an investment in the Securities or made any offers finding or sales of any security or solicited any offers determination as to buy any security, under any circumstances that would require registration the fairness of the Bridge Notes, Warrants terms of the offering of the Securities or any recommendation or endorsement thereof. (iv) The Securities are “restricted securities” under applicable federal securities laws and Common Stock issuable upon that the exercise thereof, respectively, Securities Act and the rules of the SEC provide in substance that the Investor may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or (iii) an exemption therefrom, and the Investor understands that the Company has issued no obligation or intention to register any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes Securities, or, other than as contemplated herein, to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). Accordingly, the Investor understands that under the SEC’s rules, the Investor may dispose of the Securities principally only in “private placements” that are exempt from registration under the Securities Act, would render in which event the exemptions from registration relied upon unavailabletransferee will acquire “restricted securities” subject to the same limitations as in the hands of the Investor. Consequently, the Investor understands that the Investor must bear the economic risks of the investment in the Securities for an indefinite period of time. The Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or trigger make any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which offer or attempt to do any of the securities foregoing, except pursuant to a registration of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof Securities under the Securities Act and all applicable State Securities Laws, or cause the offering thereof to be integrated with other offerings if, as in a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be transaction which is exempt from the registration requirements provisions of the Securities ActAct and all applicable State Securities Laws. Such Investor understands that that the recordation of the Securities in book-entry form will include a legend substantially in the form indicated in Section 7 (which such Investor has read and understands), and that the Company and its Affiliates shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions.

Private Placement. Neither (a) The Units to be acquired by such Purchaser hereunder will be acquired for such Purchaser’s own account and not with a view to the Company nor resale or distribution of any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, part thereof. Such Purchaser is aware that (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or and sale of the Bridge Notes and WarrantsUnits to it have not been, (ii) hasand, directly or indirectlyexcept as contemplated by the Registration Rights Agreement, made any offers or sales of any security or solicited any offers to buy any securitywill not be, under any circumstances that would require registration of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof, respectively, registered under the Securities Act or any state securities Laws and are being offered and sold in reliance upon exemptions from the registration requirements of the Securities Act and (ii) the Units purchased hereunder may not be transferred or resold except as permitted under the Securities Act and applicable state securities Laws pursuant to registration or exemption from registration requirements thereunder; provided, however, that by making such representations herein, such Purchaser does not agree to hold any of the Units for any minimum or other specific term and reserves the right to dispose of the Units at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. Further, such Purchaser is aware and agrees that the offer and sale of the Shares to it do not require the publication of a securities prospectus under the Prospectus Regulation and that such securities prospectus has not been, and will not be, filed for approval with the competent authority nor published in any Member State and are being offered and sold in reliance upon exemptions from the securities prospectus requirements under the Prospectus Regulation. (b) Such Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (c) Such Purchaser understands that, unless sold pursuant to a registration statement that has been declared effective under the Securities Act or in compliance with Rule 144 thereunder, the certificates evidencing the Securities will bear a legend or other restriction substantially to the following effect (it being agreed that if the Shares or Warrant Shares are not certificated, other appropriate restrictions shall be implemented or notated to give effect to the following): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND WERE OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION FROM REGISTRATION REQUIREMENTS THEREUNDER.” (d) Such Purchaser: (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Units; and (ii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment. (e) Such Purchaser: (i) has conducted its own investigation of the Company and the Units; (ii) has had access to the Company’s public filings with the SEC, including the SEC Reports, and to such financial and other information as it deems necessary in connection with its decision to purchase the Units; and (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling been offered the holder thereof opportunity to acquire shares of Common Stock, which, if integrated with the sale conduct such review and analysis of the Bridge Notes or Warrants business, assets, condition, operations, and prospects of the Company and its Subsidiaries and to ask questions of the Company and received answers thereto, each as it deems necessary in connection with its decision to purchase the Units. Each Purchaser further acknowledges that it has had the opportunity to consult with its own counsel, financial, tax, and other professional advisers as it believes is sufficient for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any its purchase of the securities Units. The foregoing, however, does not limit or modify the representations and warranties of the Company are listedin Section 2 hereof or the right of each Purchaser to rely thereon. (f) Such Purchaser understands that the Company will rely upon the truth and accuracy of the foregoing representations, acknowledgements, and agreements. (g) Except for the representations and warranties contained in Section 2 hereof, each Purchaser acknowledges that neither the Company nor will any Person on behalf of the Company makes, and such Purchaser has not relied upon, any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or affiliates take with respect to any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof under the Securities Act or cause the offering thereof other information provided to be integrated with other offerings if, as a result of such integration, the exemptions from registration relied upon Purchaser in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof transactions contemplated by the Company to the Bridge Investors pursuant to this Agreement will be exempt from the registration requirements of the Securities ActAgreement.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, Such Investor understands and acknowledges that: (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D The Securities that it is acquiring under this Agreement are being sold pursuant to an exemption from registration under the Securities Act, including Regulation D promulgated thereunder. The Company may require additional representations from certain Investors in respect of matters under Rule 506(d) in connection of the Securities Act, and such Investor shall provide the requested information to the Company on a timely basis so that the Company may comply with the offer or sale of the Bridge Notes and Warrants, requirements thereunder. (ii) hasIts representations and warranties contained herein are being relied upon by the Company as a basis for such exemption under the Securities Act and under the securities laws of various other foreign and domestic jurisdictions. Such Investor further understands that, directly unless it notifies the Company in writing to the contrary at or indirectlybefore the Signing Date or the Closing Date, as the case may be, each of such Investor’s representations and warranties contained in this Agreement will be deemed to have been automatically (and without any further action of the Investor) reaffirmed and confirmed as of the Signing Date or the Closing Date, as applicable, taking into account all information received by the Investor. (iii) No U.S. state or federal agency or any other securities regulator of any state or country has passed upon the merits or risks of an investment in the Securities or made any offers finding or sales of any security or solicited any offers determination as to buy any security, under any circumstances that would require registration the fairness of the Bridge Notes, Warrants terms of the offering of the Securities or any recommendation or endorsement thereof. (iv) The Securities are “restricted securities” under applicable federal securities laws and Common Stock issuable upon that the exercise thereof, respectively, Securities Act and the rules of the SEC provide in substance that the Investor may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or (iii) an exemption therefrom, and the Investor understands that the Company has issued no obligation, other than as disclosed in the SEC Reports, or intention to register any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes Securities, or, other than as contemplated herein, to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). Accordingly, the Investor understands that under the SEC’s rules, the Investor may dispose of the Securities principally only in “private placements” that are exempt from registration under the Securities Act, would render in which event the exemptions from registration relied upon unavailabletransferee will acquire “restricted securities” subject to the same limitations as in the hands of the Investor. Consequently, the Investor understands that the Investor must bear the economic risks of the investment in the Securities for an indefinite period of time. The Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or trigger make any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which offer or attempt to do any of the securities foregoing, except pursuant to a registration of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof Securities under the Securities Act and all applicable State Securities Laws, or cause the offering thereof to be integrated with other offerings if, as in a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be transaction which is exempt from the registration requirements provisions of the Securities ActAct and all applicable State Securities Laws. Such Investor understands that that the recordation of the Securities in book-entry form will include a legend substantially in the form indicated in Section 7 (which such Investor has read and understands), and that the Company and its Affiliates shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale Each of the Bridge Notes and Warrants, (ii) has, directly or indirectly, made any offers or sales Sellers understands that investment in shares of any security or solicited any offers to buy any security, under any circumstances that would require registration Acquisition Stock is a speculative investment involving a high degree of risk. Each of the Bridge Notes, Warrants Sellers is aware that there is no guarantee that it will realize any gain from accepting the Acquisition Shares as acquisition consideration. Sellers are acquiring the Acquisition Shares for its own account and Common Stock issuable upon not with a view to the exercise thereof, respectively, under the Securities Act or (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder distribution thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes in violation of the Securities Act, would render the exemptions from registration relied upon unavailable, or trigger and any applicable stockholder approval provisions, including, without limitation, under the rules and regulations securities laws of any exchange on which any state. (ii) Each of the securities Sellers is an “accredited investor” as defined in Rule 501(a) of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof Regulation D promulgated under the Securities Act Act. Sellers are financially able to bear the economic risk of its decision to accept the Acquisition Shares as acquisition consideration, including the ability (but not the intention) to hold the Acquisition Shares indefinitely or cause to afford a complete loss of its investment in the offering thereof Acquisition Shares. Each of the Sellers has such knowledge and experience in financial and business matters as to be integrated with other offerings if, as a result capable of such integration, evaluating the exemptions from registration relied upon merits and risks of an investment in connection with the sale shares. (iii) Each of the Bridge Notes and WarrantsSellers acknowledges that the certificates for the securities comprising the Acquisition Shares that Sellers will receive will contain legends substantially as follows: THE SHARES THAT ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, would be unavailableAS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR EAGLE FORD OIL & GAS CORP. Assuming the accuracy of the representations and warranties of the Bridge Investors(THE “COMPANY”) RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE. THE SHARES THAT ARE REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE PURCHASE AGREEMENT, the offer and sale of the Bridge NotesBETWEEN THE COMPANY, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be exempt from the registration requirements of the Securities ActTDLOG, LLC, SAFARI ADVENTURE PRODUCTIONS, INC., ▇▇▇▇▇ ▇▇▇▇▇▇▇ AND EAGLE FORD OIL & GAS CORP. EXECUTION

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale Each of the Bridge Notes and Warrants, (ii) has, directly or indirectly, made any offers or sales Sellers understands that investment in shares of any security or solicited any offers to buy any security, under any circumstances that would require registration Acquisition Stock is a speculative investment involving a high degree of risk. Each of the Bridge Notes, Warrants Sellers is aware that there is no guarantee that it will realize any gain from accepting the Acquisition Shares as acquisition consideration. Sellers are acquiring the Acquisition Shares for its own account and Common Stock issuable upon not with a view to the exercise thereof, respectively, under the Securities Act or (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder distribution thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes in violation of the Securities Act, would render the exemptions from registration relied upon unavailable, or trigger and any applicable stockholder approval provisions, including, without limitation, under the rules and regulations securities laws of any exchange on which any state. (ii) Each of the securities Sellers is an “accredited investor” as defined in Rule 501(a) of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof Regulation D promulgated under the Securities Act Act. Sellers are financially able to bear the economic risk of its decision to accept the Acquisition Shares as acquisition consideration, including the ability (but not the intention) to hold the Acquisition Shares indefinitely or cause to afford a complete loss of its investment in the offering thereof Acquisition Shares. Each of the Sellers has such knowledge and experience in financial and business matters as to be integrated with other offerings if, as a result capable of such integration, evaluating the exemptions from registration relied upon merits and risks of an investment in connection with the sale shares. (iii) Each of the Bridge Notes and WarrantsSellers acknowledges that the certificates for the securities comprising the Acquisition Shares that Sellers will receive will contain legends substantially as follows: THE SHARES THAT ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, would be unavailableAS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR EAGLE FORD OIL & GAS CORP. Assuming the accuracy of the representations and warranties of the Bridge Investors(THE “COMPANY”) RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE. THE SHARES THAT ARE REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE PURCHASE AGREEMENT, the offer and sale of the Bridge NotesBETWEEN THE COMPANY, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be exempt from the registration requirements of the Securities ActVALOR INTEREST PARTNERS, LLC, SAFARI ADVENTURE PRODUCTIONS, INC., ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ AND EAGLE FORD OIL & GAS CORP.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, The Investor understands and acknowledges that: (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D The Securities that it is acquiring under this Agreement are being sold pursuant to an exemption from registration under the Securities Act) . The Company may require additional information from the Investor in connection respect of matters under such exemption from registration under the Securities Act, and the Investor shall provide such reasonably requested information to the Company on a timely basis so that the Company may comply with the offer or sale of the Bridge Notes and Warrants, requirements thereunder. (ii) hasIts representations and warranties contained herein (including the accompanying Investor Questionnaire) are being relied upon by the Company as a basis for such exemption under the Securities Act and under the State Securities Laws. The Investor further understands that, directly unless it notifies the Company in writing to the contrary at or indirectlybefore each Closing Date, each of the Investor’s representations and warranties contained in this Agreement will be deemed to have been automatically (and without any further action of the Investor) reaffirmed and confirmed as of each Closing Date, taking into account all information received by the Investor. The Investor agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons, and agents harmless, and to indemnify them against any and all liabilities, costs, and expenses incurred by them as a result of (i) any misrepresentation made by the Investor contained in this Agreement or the accompanying Investor Questionnaire; (ii) any sale or distribution by the Investor in violation of the Securities Act or any applicable state securities or “blue sky” laws; or (iii) any untrue statement of a material fact made by the Investor and contained herein. (iii) No U.S. state or federal agency or any other securities regulator of any state or country has passed upon or made any offers recommendation or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration endorsements of the Bridge Notes, Warrants merits or risks of an investment in the Securities or made any finding or determination as to the fairness of the terms of the offering of the Securities or any recommendation or endorsement thereof. (iv) The Securities are “restricted securities” under applicable federal securities laws and Common Stock issuable upon that the exercise thereof, respectively, Securities Act and the rules of the U.S. Securities and Exchange Commission (the “SEC”) provide in substance that the Investor may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or (iii) an exemption therefrom, and the Investor understands that, except as may be described in the SEC Reports, the Company has issued no obligation or intention to register any securitiesof the Securities. The Investor understands that under the SEC’s rules, including Common Stock or shares the Investor may dispose of any series of preferred stock the Securities principally only in “private placements” or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes of transactions that are exempt from registration under the Securities Act, would render in which event the exemptions from registration relied upon unavailabletransferee may acquire “restricted securities” subject to the same limitations as in the hands of the Investor. Consequently, or trigger any applicable stockholder approval provisions, including, without limitation, the Investor understands that the Investor must bear the economic risks of the investment in the Securities for an indefinite period of time. The Investor understands that the Company is under the rules and regulations of any exchange on which no obligation to register any of the securities of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof Securities under the Securities Act or cause the offering thereof to be integrated with other offerings ifany state securities or “blue sky” laws. The Investor will not sell, as a result of such integrationassign, the exemptions from registration relied upon in connection with the sale pledge, give, transfer or otherwise dispose of the Bridge Notes and WarrantsSecurities or any interest therein, would be unavailable. Assuming the accuracy or make any offer or attempt to do any of the representations and warranties foregoing, except pursuant to a registration of the Bridge InvestorsSecurities under the Securities Act and all applicable State Securities Laws, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to this Agreement will be or in a transaction which is exempt from the registration requirements provisions of the Securities ActAct and all applicable State Securities Laws. The Investor understands that that the recordation of the Securities in book-entry form will include a legend substantially in the form indicated in Section 7 (which the Investor has read and understands), and that the Company and its Affiliates shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions.

Private Placement. Neither The Seller represents, warrants and acknowledges that it is acquiring the Company nor Consideration Shares or Additional Shares as principal for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any of its Subsidiaries distribution thereof or affiliates, nor any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (other security related thereto within the meaning of Regulation D under the U.S. Securities Act) in connection with . Seller acknowledges that neither the offer or sale of the Bridge Notes and Warrants, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof, respectively, under the Securities Act or (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listed, Buyer nor will the Company or any of its Subsidiaries or affiliates take any action or steps that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof under the Securities Act or cause the offering thereof to be integrated with other offerings if, as a result of such integration, the exemptions from registration relied upon in connection with the sale of the Bridge Notes and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, Parent Entity have registered the offer and sale of the Bridge NotesConsideration Shares or the Additional Shares under the U.S. Securities Act or any state securities laws. In this regard, Warrants the Seller hereby acknowledges and Common Stock issuable upon agrees that the exercise thereof Buyer and the Parent Entity make no representations as to any resale or other restrictions affecting the Consideration Shares or Additional Shares to be issued as the Purchase Price to the Seller under this Agreement and that it is presently contemplated that the Consideration Shares and any Additional Shares, if applicable, will be issued by the Company Parent Entity to the Bridge Investors pursuant to this Agreement will be exempt Seller in reliance upon an exemption from the prospectus requirements under BCI 72-503 and in reliance upon an exemption from the registration requirements under the U.S. Securities Act provided by Rule 506(b) of Regulation D thereunder, and all applicable state securities laws, which will impose trading restrictions on the Consideration Shares and Additional Shares, if applicable. The Seller has reviewed and duly executed the U.S. Accredited Investor Certificate in the form attached to this Agreement as Schedule A to ensure the Consideration Shares and the Additional Shares, if applicable, are issued by the Parent Entity to the Seller in compliance with the exemption from the registration requirements provided by Rule 506(b) of Regulation D under the U.S. Securities Act. Schedule A is incorporated into this Agreement by reference and forms a part of this Agreement. The Seller hereby also acknowledges and understands that neither the sale of the Consideration Share or Additional Shares, if applicable, nor any of the Consideration Shares or Additional Shares themselves, have been registered under the U.S. Securities ActAct or any state securities laws, and, furthermore, that the Consideration Shares and any Additional Shares must be held indefinitely unless subsequently registered under the U.S. Securities Act or an exemption from such registration is available. In addition, the Seller hereby also acknowledges and understands that the certificate(s) representing the Consideration Shares or the Additional Shares will be stamped with the following legends (or substantially equivalent language) restricting transfer in the following manner: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”; “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [insert the date that is 4 months and a day after the distribution date].” The Seller hereby consents to the Parent Entity making a notation on its records or giving instructions to any transfer agent of the Consideration Share or Additional Shares, if applicable, in order to implement the restrictions on transfer set forth and described hereinabove.

Private Placement. Neither the Company Issuer nor any of its Subsidiaries or affiliatesAffiliates, nor any Person acting on its or their behalf, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Bridge Notes and WarrantsSecurities, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof, respectively, Securities under the Securities Act or (iii) has issued any securities, including shares of Common Stock or shares of any series of preferred stock or other securities or instruments (other than the Securities issued under the Old Agreement) convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, Stock which, if to our knowledge, would be integrated with the sale of the Bridge Notes or Warrants Securities hereunder for purposes of the Securities Act, would render the exemptions from registration relied upon unavailable, Act or trigger of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listed, nor will the Company Issuer or any of its Subsidiaries or affiliates Affiliates take any action or steps that would would, to our knowledge, require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof Securities under the Securities Act or cause the offering thereof of the Securities to be integrated with other offerings ifofferings; provided, as a result of such integrationhowever, the exemptions from registration relied upon in connection with the sale that if any integration shall have occurred prior to repayment or conversion of the Bridge Notes and WarrantsNotes, would be unavailablethen the indemnification provisions under Section 9.1 shall apply notwithstanding anything stated therein. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof Securities by the Company Issuer to the Bridge Investors pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Private Placement. Neither the Company nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, (i) has engaged Investor understands that the offering and sale of the Common Shares is intended to be exempt from registration under the Securities Act. (ii) Investor represents and warrants that it is acquiring the Common Shares acquired by such Investor pursuant to this Agreement for investment for Investor's own account and not with a view to the resale or distribution of such Common Shares or any interest therein other than in any form of general solicitation a transaction that is registered or general advertising exempt from registration under the Securities Act. (within the meaning of iii) Investor represents and warrants that it is an "accredited investor" as such term is defined in Regulation D under the Securities Act. (iv) Investor represents and warrants that it (either alone or together with its advisors) has sufficient knowledge and experience in connection financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Common Shares, and is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Common Shares acquired by it hereunder. (v) Investor has been given the opportunity to ask questions of, and receive answers from, the Company regarding the Company, the terms and conditions of the Common Shares and related matters, and has been furnished with the offer information it deems necessary or sale desirable to evaluate the merits and risks of its acquisition of the Bridge Notes and Warrants, Common Shares. (iivi) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances Investor understands that would require registration of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof, respectively, Shares that it is acquiring are characterized as "restricted securities" under the Securities Act or (iii) has issued any securities, including Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock, which, if integrated with the sale of the Bridge Notes or Warrants for purposes of the Securities Act, would render the exemptions in as much as they are being acquired from registration relied upon unavailable, or trigger any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange on which any of the securities of the Company are listed, nor will the Company or any of its Subsidiaries or affiliates take any action or steps in a transaction not involving a public offering and that would require registration of any of the Bridge Notes, Warrants or Common Stock issuable upon the exercise thereof under the Securities Act or cause and applicable regulations, such Common Shares may be resold without registration under the offering thereof to be integrated with other offerings ifSecurities Act only in certain limited circumstances. Investor understands that the certificates evidencing the Common Shares will bear a restrictive legend substantially as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, as a result of such integrationOR IN CONNECTION WITH, the exemptions from registration relied upon THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. (vii) Investor has, in connection with its decision to acquire the sale of Common Shares, relied solely upon the Bridge Notes Exchange Act Reports and Warrants, would be unavailable. Assuming the accuracy of the representations and warranties of the Bridge Investors, the offer and sale of the Bridge Notes, Warrants and Common Stock issuable upon the exercise thereof by the Company to the Bridge Investors pursuant to contained in this Agreement will be exempt from the registration requirements of the Securities ActAgreement.