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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date of this Agreement and as of the Closing Date (or, if such representations and warranties are made with respect to a specified date, as of such date) to the Company that the following representations and warranties are true and complete as of the date hereof and as of the Closing Date to the Company as followsDate: (a) Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the its jurisdiction of its organization formation or incorporation with full right, corporate or partnership the requisite power and authority to enter into and to consummate the transactions contemplated by perform its obligations under the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Documents. (b) Each Transaction Document to which it is a party has been duly authorized, executed and delivered by such Purchaser, and when delivered assuming the due authorization, execution and delivery of the same by the Company, each Transaction Document to which such Purchaser in accordance with the terms hereof, will is a party shall constitute the valid and legally binding obligation of such Purchaser, enforceable against it such Purchaser in accordance with its terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. (c) The execution, delivery and performance of the Transaction Documents, including the purchase of the Securities hereunder, the compliance by such Purchaser with all of the provisions of the Transaction Documents and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other laws agreement or instrument to which such Purchaser is a party or by which such Purchaser is bound or to which any of general application affecting enforcement the property or assets of creditors' rights generallysuch Purchaser is subject; (ii) the Organizational Documents of such Purchaser; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over such Purchaser or any of its properties that in the case of clauses (i) and (iii), would reasonably be expected to have a material adverse effect on such Purchaser’s ability to consummate the transactions contemplated by the Transaction Documents, including the purchase of the Securities. (d) At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants, it will be, an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), satisfying the applicable requirements set forth on Annex A hereto, (ii) acquiring the Securities only for its own account and not for the account of others, or if such Purchaser is subscribing for the Securities as limited by laws relating a fiduciary or agent for one or more investor accounts, each owner of such account is an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) and such Purchaser has full investment discretion with respect to each such account, and the availability full power and authority to make the acknowledgements, representations and agreements herein on behalf of specific performanceeach owner of each such account, injunctive relief or other equitable remedies and (iii) insofar as indemnification not acquiring the Securities with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and contribution provisions may be limited by applicable lawhas provided the Company with the requested information on Annex A following the signature page hereto). (be) Own Account. Such Purchaser understands acknowledges and agrees that the Securities are "restricted securities" being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Securities have not been registered under the Securities Act or the securities laws of any applicable state securities law in the United States or other jurisdiction and that the Company is acquiring not required to register the Securities except as principal for its own account set forth in the Registration Rights Agreement. Such Purchaser acknowledges and agrees that the Securities may not with be offered, resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act, except (i) to the Company or a view Subsidiary thereof, (ii) pursuant to or for distributing or reselling such Securities or any part thereof in violation an applicable exemption from the registration requirements of the Securities Act (including without limitation a private resale pursuant to so called “Section 4(a)1½”), or (iii) an ordinary course pledge such as a broker lien over account property generally, and, in each of clauses (i)-(iii), in accordance with any applicable state securities lawlaws of the states and other jurisdictions of the United States, has no present intention and that any certificates or account entries representing the Securities shall contain a restrictive legend to such effect. Such Purchaser acknowledges and agrees that the Securities will be subject to these securities law transfer restrictions, and as a result of distributing any of these transfer restrictions, such Securities in violation Purchaser may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding may be required to bear the distribution financial risk of such Securities (this representation and warranty not limiting such Purchaser's right to sell an investment in the Securities for an indefinite period of time. The Purchaser acknowledges and agrees that the Securities will not be immediately eligible for offer, resale, transfer, pledge or disposition pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of Rule 144 promulgated under the Securities Act or any applicable state securities lawuntil at least March 20, 2026. Such Purchaser is acquiring the Securities hereunder in the ordinary course acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. (f) Such Purchaser understands and agrees that it is purchasing the Securities directly from the Company. Each Purchaser further acknowledges that there have not been, and such Purchaser hereby agrees that it is not relying on, any representations, warranties, covenants or agreements made to such Purchaser by the Company, the Placement Agent, or any of their respective Affiliates or any of their control persons, officers, directors, employees, partners, agents or representatives, or any other person or entity, expressly or by implication, other than those representations, warranties covenants and agreements of the Company set forth in this Agreement. Such Purchaser agrees that none of (i) any other Purchaser (including the controlling persons, members, officers, directors, partners, agents, or employees of any such other Purchaser) and (ii) the Placement Agent, its respective Affiliates or any of its respective Affiliates’ control persons, officers, directors or employees shall be liable to the Purchasers pursuant to this Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities. (g) In making its decision to purchase the Securities, such Purchaser has relied solely upon independent investigation made by such Purchaser and the Company’s representations in Section 3.1 of this Agreement. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to the Securities, including with respect to the Company, and made its own assessment and is satisfied concerning the relevant financial, tax and other economic considerations relevant to the Purchaser’s investment in the Securities. Without limiting the generality of the foregoing, such Purchaser acknowledges that it has reviewed the Company’s filings with the Commission. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and the Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities. Such Purchaser acknowledges and agrees that none of the Placement Agents, officers, directors, employees or other representatives, legal counsel, financial advisors, accountants or agents (collectively, “Representatives”) has provided such Purchaser with any information, recommendation or advice with respect to the Securities nor is such information, recommendation or advice necessary or desired. The Placement Agent has not made or makes any representation as to the Company or the quality or value of the Securities. In addition, the Company, the Placement Agent and its respective Affiliates or Representatives may have acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to the Purchaser, the Placement Agent has not acted as a financial advisor or fiduciary to the Purchaser. (h) Such Purchaser became aware of this offering of the Securities solely by means of direct contact between such Purchaser and the Company or its Affiliates, by means of direct contact between such Purchaser or its Affiliates or by means of contact from the Placement Agent, and Securities were offered to such Purchaser solely by direct contact between such Purchaser and the Company or its Affiliates. Such Purchaser did not become aware of this offering of the Securities, nor were the Securities offered to such Purchaser, by any other means. Such Purchaser acknowledges that the Company represents and warrants that the Securities (i) were not offered by any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. (i) Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Securities, including those set forth in the SEC Reports. Such Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, and such Purchaser has had an opportunity to seek, and has sought, such accounting, legal, business and tax advice as such Purchaser has considered necessary to make an informed investment decision. Such Purchaser (i) is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Securities. Such Purchaser understands and acknowledges that the purchase and sale of the Securities hereunder meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b). (j) Such Purchaser has adequately analyzed and fully considered the risks of an investment in the Securities and determined that the Securities are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. (k) Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities or made any findings or determination as to the fairness of this investment. (l) Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by OFAC or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that such Purchaser is permitted to do so under applicable law. If such Purchaser is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), such Purchaser maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase the Securities were legally derived. (m) No foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Company as a result of the purchase and sale of Securities hereunder such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over the Company from and after the Closing as a result of the purchase and sale of Securities hereunder. (n) Such Purchaser will have sufficient funds to pay the Subscription Amount pursuant to Section 2.2(b)(iii) of this Agreement and any expenses incurred by such Purchaser in connection with the transactions contemplated by or in connection with the Transaction Documents; (ii) has the resources and capabilities (financial or otherwise) to perform its obligations under the Transaction Documents; and (iii) has not incurred any obligation, commitment, restriction or liability of any kind, absolute or contingent, present or future, which would impair or adversely affect its ability to perform its obligations under the Transaction Documents. (o) Such Purchaser acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Company, the Placement Agent or any of its respective Affiliates or any of its control persons, officers, directors, employees, agents or representatives), other than the representations and warranties of the Company contained in Sections 3.1 of this Agreement, in making its investment or decision to invest in the Company. Such Purchaser agrees that none of (i) any other Purchaser or any other Person participating in any other private placement of shares of Common Stock (including the controlling persons, officers, directors, partners, agents or employees of any such other Person), (ii) the Company, its Affiliates or any of its respective Affiliates’ control persons, officers, directors, partners, agents, employees or representatives nor (iii) the Placement Agent, its respective Affiliates or any its respective control persons, officers, directors, partners, agents, employees or representatives shall be liable to such Purchaser or any other Purchaser pursuant to the Transaction Documents or any other agreement related to a private placement of Securities for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities hereunder or thereunder. (p) No broker or finder is entitled to any brokerage or finder’s fee or commission to be paid by such Purchaser solely in connection with the sale of the Securities to such Purchaser. (q) Such Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with the Purchaser, shall, directly or

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

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

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

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

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself severally and for no other Purchasernot jointly, represents and warrants to the Borrower as of the date hereof and as of the Closing Agreement Date to the Company as followsthat: (a) Organization; Authority. Such Purchaser is an entity duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. formation. (b) Each Transaction Note Document to which it is a party has been duly authorized, executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute and constitutes the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) as limited by general equitable principles and applicable insolvency, bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting enforcement of creditors' ’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief applicable equitable principles (whether considered in a proceeding at law or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawin equity). (bc) Own Account. Such Purchaser understands that has full power and authority to purchase the Securities are "restricted securities" Notes and have not been registered to enter into and perform its other obligations under each of the Securities Act or any applicable state securities law Note Documents and is acquiring carry out the Securities as principal other transactions contemplated thereby. (d) Each of the Notes and Conversion Shares to be received by such Purchaser hereunder will be acquired for its such Purchaser’s own account account, and not with a view to the resale or for distributing or reselling such Securities or distribution of any part thereof in violation of the Securities Act Act, except pursuant to sales registered or any applicable state securities lawexempted under the Securities Act, and such Purchaser has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, or present intention of selling, granting any participation in, or otherwise distributing the Notes or Conversion Shares in violation of applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold the Securities for any period of time and such Purchaser reserves the right to dispose of the Securities at any time in accordance with any Person or pursuant to distribute any a registration statement or an exemption under the Securities Act. Notwithstanding anything herein to the contrary, the Purchasers may not sell, dispose of or transfer the Notes, except as provided in Section 7.5 and in accordance with the terms of the Notes. (e) Such Purchaser can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. (f) Such Purchaser understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Borrower and Parent in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. (g) Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Borrower and Parent relying in part upon the truth and accuracy of, and such Purchasers’ compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities. (h) Such Purchaser did not learn of the investment in the Securities as a result of any general solicitation or general advertising. (i) Such Purchaser is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act. (j) Such Purchaser confirms that it is not relying on any statement (written or oral), representation or warranty made by, or on behalf of, Parent or Note Parties or any of their respective affiliates or agents as investment, tax or other advice or as a recommendation to purchase the Notes. Neither Parent nor the Note Parties nor any of their respective affiliates or agents is acting or has acted as an advisor to such Purchaser in deciding whether to purchase the Notes. (k) In deciding to purchase the Notes, such Purchaser is not relying on the advice or recommendations of Parent or the Note Parties, or their respective affiliates or agents, and has made its own independent decision that the terms of the Notes are suitable and appropriate for it. (l) Such Purchaser is familiar with the business and financial condition and operations of Parent and the Note Parties and has had the opportunity to conduct its own investigation of Parent and the Note Parties. Such Purchaser has had access to and reviewed the SEC Reports and such other information concerning Parent and the Note Parties it deems necessary to enable it to make an informed investment decision concerning the Notes. Such Purchaser has been offered the opportunity to ask questions of Parent and the Note Parties and received answers thereto, as it deems necessary to enable it to make an informed investment decision concerning the Notes. (m) Such Purchaser acknowledges that the terms of the Notes have been mutually negotiated between Parent and the Note Parties. Such Purchaser was given a meaningful opportunity to negotiate the terms of the Notes. Such Purchaser had a sufficient amount of time to consider whether to purchase the Notes, and none of Parent or the Note Parties, or any of their respective affiliates or agents, has placed any pressure on such Purchaser to respond to the opportunity to purchase the Notes. (n) Each Purchaser represents that it is not an Affiliate (as defined in the Revolving Credit Facility) for purposes of the Revolving Credit Facility.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself severally and for no other Purchasernot jointly, represents and warrants as of the date hereof and as of the Closing Date to the Company Company, only with respect to itself, as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing “accredited investor” as defined by Rule 501 under the laws Securities Act. Purchaser is capable of evaluating the merits and risks of its investment in the Securities and has the ability and capacity to protect its interests. (b) Purchaser understands that the Securities have not been registered. Purchaser understands that the Securities will not be registered under the Securities Act in reliance upon an exemption in reliance on Section 4(2) of the jurisdiction Securities Act. (c) Purchaser acknowledges that Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of its organization evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with full rightrespect thereto. (d) Purchaser is purchasing the Securities for investment purposes and not with a view to distribution or resale, corporate nor with the intention of selling, transferring or partnership otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (e) Purchaser has all requisite legal and other power and authority to enter into execute and to consummate the transactions contemplated by the Transaction Documents deliver this Agreement and otherwise to carry out and perform its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with under the terms hereof, will constitute the of this Agreement. This Agreement constitutes a valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except except: (i) as may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally, generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies. (bf) Own Account. Such There are no actions, suits, proceedings or investigations pending against Purchaser or Purchaser’s assets before any court or governmental agency (nor, to Purchaser’s knowledge, is there any threat thereof) which would impair in any way Purchaser’s ability to enter into and fully perform Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby. (g) The execution, delivery and performance of and compliance with this Agreement and the issuance of the Securities to Purchaser will not result in any violation of, or conflict with, or constitute a default under, any of Purchaser’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Purchaser is a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Purchaser or the Securities purchased by Purchaser. (h) Purchaser is aware that the Securities will be (unless registered by the Company), when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Securities Act, and may not be offered, sold or transferred except pursuant to an effective registration statement or an exemption from registration under the Securities Act. (i) Purchaser understands that the Securities are "restricted securities" shall bear the following legend or one substantially similar thereto, which Purchaser has read and have not been registered under understands: NEITHER THIS SECURITY NOR ANY SECURITY INTO WHICH IT MAY BE CONVERTED HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY SECURITY INTO WHICH IT MAY BE CONVERTED MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF AT ANY TIME IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. (j) Any sales, transfers, or other dispositions of the Securities by Purchaser, if any, will be made in compliance with the Securities Act or any and all applicable state securities law rules and regulations promulgated thereunder. (k) Purchaser further represents that the address of Purchaser set forth on the signature page is acquiring its principal place of business; that Purchaser is purchasing the Securities as principal for its Purchaser’s own account and not with a view to not, in whole or in part, for distributing or reselling such Securities or any part thereof in violation the account of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding person; and that Purchaser has not formed any entity, and is not an entity formed, for the distribution purpose of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of purchasing the Securities. (l) Purchaser represents and warrants that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement.

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

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

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

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no individually (but not on behalf of any other Purchaser, ) represents and warrants as of the date hereof and as of the Closing Date to the Company as followsthat: (a) Organization; Authority. Such Purchaser is an entity duly organizedhas full legal capacity, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into execute and deliver this Agreement, the Stockholders Agreement and the Registration Rights Agreement and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out perform its obligations hereunder and thereunder. The executionThis Agreement has been, delivery and performance on or before the Closing the Stockholders Agreement and the Registration Rights Agreement will be, duly authorized, executed and delivered by such each Purchaser of the transactions contemplated by and this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaseris, and when delivered by such Purchaser in accordance with on and after the terms hereofClosing the Stockholders Agreement and the Registration Rights Agreement will be, will constitute the legal, valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its termsthe terms hereof and thereof, except subject to (i) as limited by general equitable principles and applicable the effect of bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer or distribution laws and other similar laws now or hereafter in effect relating to or affecting the rights of general application affecting enforcement of creditors' rights creditors generally, ; and (ii) as limited by laws relating to the availability effect of (A) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performanceperformance or injunctive relief, injunctive relief regardless of whether considered in a proceeding in equity or other equitable remedies at law and (iiiB) insofar as indemnification and contribution provisions may be limited by applicable lawthe discretion of any court in which an action is brought. (b) Own Account. Such Purchaser understands has been advised that the Securities are "restricted securities" and have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities law and laws or unless an exemption from such registration requirement is acquiring available. Such Purchaser is purchasing the Securities as principal to be acquired by such Purchaser hereunder for its own account and not with a view to to, or for distributing or reselling such Securities or any part resale in connection with, the distribution thereof in violation of the Securities Act Act. Such Purchaser is aware that the Company is under no obligation to effect any such registration with respect to the Securities (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any applicable state securities lawexemption from registration. Such Purchaser is purchasing the Securities to be acquired by such Purchaser hereunder for its own account and not with a view to, has no present intention of distributing any of such Securities or for resale in connection with, the distribution thereof in violation of the Securities Act or any applicable state securities law Act. (c) Such Purchaser has such knowledge and has no arrangement or understanding with any other persons regarding experience in financial and business matters that such Purchaser is capable of evaluating the distribution merits and risks of such Securities (this representation investment, is able to incur a complete loss of such investment and warranty not limiting is able to bear the economic risk of such Purchaser's right investment for an indefinite period of time. Such Purchaser has had the opportunity to sell ask questions of the Securities pursuant Company with respect to the Registration Statement or otherwise Company, the Securities, the Merger and related transactions and to receive such information from the Company regarding such matters as it deems necessary in compliance with applicable federal and state securities laws) in violation of making its decision to purchase the Securities Act or any applicable state securities lawSecurities. Such Purchaser is acquiring an "accredited investor" as that term is defined in Regulation D under the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesAct.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, severally and not jointly, hereby represents and warrants on behalf of itself to the Company as of the date hereof of this Agreement and as of the Closing Date to the Company as followsthat: (a) Organization; Authority. Such Purchaser Purchaser, if an entity, is an entity duly organized, validly existing and in good standing and validly existing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. organization. (b) The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly authorized, executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute and constitutes the valid and legally binding obligation of such Purchaser, enforceable against it such Purchaser in accordance with its terms, except as such enforceability may be limited by (i) as limited by general equitable principles and applicable insolvency, bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting the enforcement of creditors' ’ rights generally, (ii) as limited by laws applicable equitable principles relating to the availability of specific performanceenforceability (whether considered in a proceeding at law or in equity), injunctive relief or other equitable remedies and (iii) insofar as indemnification and with regard to any indemnity or contribution provisions may be limited by applicable lawprovision, federal or state securities laws or considerations of public policy. (bc) Own Account. Such Purchaser understands that has full power and authority to purchase the Securities are "restricted securities" Shares being purchased by the Purchaser and have not been registered to enter into and perform its other obligations under the Securities Act or any applicable state securities law Agreement and is acquiring carry out the Securities as principal other transactions contemplated thereby. (d) The Shares to be received by such Purchaser hereunder will be acquired for its such Purchaser’s own account account, and not with a view to the resale or for distributing or reselling such Securities or distribution of any part thereof in violation of the Securities Act or any applicable state securities lawAct, and such Purchaser has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, or present intention of selling, granting any participation in, or otherwise distributing such Shares in violation of applicable federal and state securities laws. Such Purchaser has no present intent to effect a “change of control” of the Company as such term is understood under the rules promulgated pursuant to Section 13(d) of the Exchange Act, and such Purchaser’s and its Affiliates’ beneficial ownership of Common Stock will not exceed 9.99% of the outstanding Common Stock immediately following the Closing. (e) Such Purchaser can bear the economic risk and complete loss of its investment in the Shares and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. (f) Such Purchaser understands that the Shares are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. (g) Such Purchaser understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchasers’ compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Shares. (h) Such Purchaser understands that any certificates, instruments, or book entries may be notated with one or all of the following legends: (i) “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY) THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE SECURITIES ACT.” (ii) Any legend required by the Applicable Laws of any Person state or other jurisdiction to distribute the extent such laws are applicable to the Shares represented by the certificate, instrument, or book entry so legended. (i) Such Purchaser has (i) received (or otherwise had made available to it by the filing by the Company of an electronic version thereof with the Commission) all the information from the Company and its management that the Purchaser considers necessary or appropriate for deciding whether to purchase the Shares hereunder, including the SEC Reports and (ii) had an opportunity to ask questions and receive answers from the Company regarding the Company, its financial condition, results of operations and prospects, and the terms and conditions of the offering of the Shares sufficient to enable it to evaluate its investment; provided that the foregoing does not limit or modify the representations and warranties made by the Company in Section 3.1 of this Agreement or the right of each of the Purchasers to rely thereon. (j) Such Purchaser did not learn of the offering and sale of the Shares as a result of any general solicitation or general advertising. (k) Such Purchaser (i) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision like that involved in the purchase of the Shares, including investments in comparable companies, and (ii) is an “accredited investor” as such term is defined in Regulation D and either qualifies as (A) an institutional “accredited investor” described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act or (B) a “qualified institutional buyer” (“QIB”) as such term is defined in Rule 144A under the Securities Act or an entity comprised exclusively of QIBs. Such Purchaser has executed and delivered to the Company a questionnaire in substantially the form attached hereto as Exhibit B (the “Investor Questionnaire”), which such Purchaser represents and warrants is true, correct and complete. Such Purchaser has not taken any of the Securitiesactions set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act. (l) Such Purchaser understands that nothing in this Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares. (m) Since the date on which the Company or its representatives first engaged in discussions with the Purchaser about the sale of the securities contemplated by this Agreement until the transactions contemplated by this Agreement are first publicly disclosed by the Company, such Purchaser has not and will not directly or indirectly, nor has or will any person acting on behalf of or pursuant to any understanding with each Purchaser, disclosed or disclose any information regarding the transactions contemplated hereby to any third parties (other than such Purchaser’s legal, accounting and other advisors to whom such information may have been disclosed on a confidential and “need to know” basis) or directly or indirectly engaged or engage in, or caused or cause any person to engage in, any transactions in or relating to the securities of the Company (including, without limitation, any short sales (as defined in Rule 200(a) of Regulation SHO) or hedging transactions involving or relating to the Company’s securities). Until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with this transaction, including the existence and terms of this transaction, other than disclosures to such Purchaser’s legal, accounting and other advisors to whom any such information may have been disclosed on a confidential and “need to know” basis. Each Purchaser understands and acknowledges that the Commission currently takes the position that coverage of short sales of shares of the Common Stock “against the box” prior to effectiveness of a resale registration statement with securities included in such registration statement would be a violation of Section 5 of the Securities Act, as set forth in Item 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, Division of Corporation Finance. (n) Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any executive order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity targeted by any OFAC sanctions program, (ii) an entity owned fifty percent (50%) or more, directly or indirectly, by one or more persons or entities on the OFAC List, (iii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iv) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Purchaser is permitted to do so under applicable law. If the Purchaser is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Purchaser maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. The Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by the Purchaser and used to purchase the Shares were legally derived. The Purchaser agrees that, at or prior to the Closing, such Purchaser shall deliver to the Company a duly completed and executed Internal Revenue Service Form W-9 or Internal Revenue Service Form W-8BEN-E, as applicable. (o) Such Purchaser has access to cash in an amount sufficient to pay to the Company the purchase price as set forth opposite such Purchaser’s name on Schedule 1 hereto. (p) Such Purchaser acknowledges that the Company and the Placement Agents will rely upon the truth and accuracy of, and the compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein. (q) There is no broker, investment banker, financial advisor, finder or other person which has been retained by or is authorized to act on behalf of such Purchaser who might be entitled to any fee or commission for which the Company will be liable in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby. (r) Such Person is not relying and has not relied on any representations or warranties whatsoever regarding the Company, express or implied, except for the representations and warranties in Section 3.1. Such representations and warranties by the Company constitute the sole and exclusive representations and warranties of the Company. In connection with the due diligence investigation of the Company by Purchaser, Purchaser and its Affiliates, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Company and its Affiliates, directors, officers, employees, consultants, agents, representatives and advisors certain information regarding the Company. Accordingly, Purchaser hereby acknowledges and agrees that neither the Company nor any of its Affiliates, directors, officers, employees, consultants, agents, representatives or advisors, nor any other Person, has made or is making any express or implied representation or warranty with respect to such information unless any such information is expressly addressed or included in a representation or warranty made by the Company contained in this Agreement. In addition, such Purchaser hereby acknowledges and agrees that it has not relied upon the Placement Agents in connection with such Purchaser’s due diligence review of the Private Placement and the Company.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, of the Purchasers represents and warrants to the Company as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is acquiring the Series D Preferred Stock, and the Warrants, for its own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act. (b) Such Purchaser understands that (i) the Series D Preferred Stock and the Warrants, have not been, and that the Warrant Shares and Conversion Shares will not be, registered under the Securities Act or any state securities laws, by reason of their issuance by the Company in a transaction exempt from the registration requirements thereof and (ii) the Series D Preferred Stock, Warrants, Warrant Shares and the Conversion Shares may not be sold unless such disposition is registered under the Securities Act and applicable state securities laws or is exempt from registration thereunder. (c) Such Purchaser further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Purchaser) under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. (d) Such Purchaser has not employed any broker or finder in connection with the transactions contemplated by this Agreement. (e) Such Purchaser is an entity "Accredited Investor" (as defined in Rule 501(a) under the Securities Act). (f) Such Purchaser is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction state of its organization with full right, corporate or partnership and has all power and authority to enter into and to consummate the transactions contemplated by the Transaction Agreement and the Ancillary Documents. This Agreement and each of the Ancillary Documents to which such Purchaser is a party has been duly authorized by all necessary action on the part of such Purchaser. This Agreement and otherwise each of the Ancillary Documents to carry out which such Purchaser is a party constitutes a valid and binding agreement of such Purchaser enforceable against such Purchaser in accordance with its obligations hereunder and thereunder. terms except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally. (g) The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on and each of the part of such Purchaser. Each Transaction Document Ancillary Documents to which it is a party has been duly executed by such Purchaser, and when delivered the consummation by such Purchaser in accordance with of the terms hereoftransactions contemplated hereby and thereby will not (a) violate any provision of law, will constitute the valid and legally binding obligation statute, rule or regulation, or any ruling, writ, injunction, order, judgment or decree of such Purchaserany court, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief administrative agency or other equitable remedies and governmental body applicable to it, or any of its properties or assets or (iiib) insofar as indemnification and contribution provisions may be limited by applicable lawviolate its organizational documents (if any). (bh) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered No permit, authorization consent or approval of or by, or any notification of or filing (including any filing under the Securities ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust improvements Act of 1976, as amended) with, any person (governmental or any applicable state securities law private) is required in connection with the execution, delivery and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling performance by such Securities or any part thereof in violation Purchaser of the Securities Act Agreement and the Ancillary Documents to which it is a party, or any applicable state securities law, has no present intention of distributing any of the consummation by such Securities in violation Purchaser of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiestransactions contemplated thereby.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date Subject to the Company disclosures on Schedule “G,” the Purchasers, each as followsto itself, makes the following representations and warranties to the Seller: (a) Organization; Authority. Such Each Purchaser is an entity a limited liability company duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full the state under which such Purchaser was organized, is authorized to carry on business in the State of Montana, and now has good right, corporate or partnership full power and authority to enter into purchase the right, title, estate and interest of the Seller in and to consummate the transactions contemplated Assets in accordance with the terms of this Agreement; (b) the execution, delivery and performance of the Agreement has been duly and validly authorized or ratified by any and all requisite corporate, managers’, members’, shareholders’ and directors’ actions and will not result in any violation of, be in conflict with or constitute a default under any articles, charter, bylaw or other governing document to which each Purchaser is bound; (c) the Transaction Documents execution, delivery and otherwise performance of the Agreement will not result in any violation of, be in conflict with or constitute a default under any term or provision of any agreement or document to carry out its which each Purchaser is party or by which such Purchaser is bound, nor under any judgment, decree, order, statute, regulation, rule or license applicable to the Purchaser; (d) the Agreement and any other agreements delivered by Purchaser in connection herewith constitute valid and binding obligations hereunder of each Purchaser enforceable against each such Purchaser in accordance with their terms; (e) to the knowledge of each Purchaser, no authorization or approval or other action by, and thereunder. The no notice to or filing with, any governmental authority or regulatory body exercising jurisdiction over the Assets is required for the due execution, delivery and performance by such said Purchaser of the transactions contemplated Agreement, other than authorizations, approvals or exemptions from requirement therefor, previously obtained and currently in force and other than all rights to consent by, required notices to, filings with, or other actions by this Agreement have been duly authorized by all necessary corporate federal, state, local or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser tribal entities in accordance connection with the terms hereof, will constitute sale or conveyance of the valid and legally binding obligation of Assets if the same are customarily obtained subsequent to such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief sale or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.conveyance; (bf) Own Account. Such Each Purchaser understands that has not incurred any obligation or liability, contingent or otherwise, for brokers’ or finders’ fees in respect of the Securities are "restricted securities" and Agreement or the transaction to be effected by it for which the Seller shall have not been registered under any obligation or liability; (g) Each Purchaser is buying the Securities Act or any applicable state securities law and is acquiring the Securities as principal Assets for its own account purposes as a party engaged primarily in the business of exploring for, drilling for and producing oil and gas, and not with a view to or for distributing or reselling such Securities or sale in connection with any part distribution thereof in violation within the meaning of the Securities Act of 1933, as amended, or any applicable state securities law; (h) Each Purchaser has the knowledge and experience in the evaluation, acquisition and operation of oil and gas properties of the quality and type included in this Agreement, has no present intention evaluated the merits and risks of distributing any of such Securities in violation of purchasing the Securities Act or any applicable state securities law Assets from Seller, and has no arrangement or understanding with any other persons regarding the distribution of such Securities formed its opinion based on its own knowledge and experience; (this representation i) Each Purchaser is qualified to hold Indian and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities lawsleases and will be so qualified at Closing; (j) there are no claims, actions, suits, hearings, arbitrations, disputes, proceedings (public or private) or governmental investigations pending or, to the knowledge of each Purchaser, threatened, against such Purchaser, at law or in violation of equity; and (k) Notwithstanding anything to the Securities Act or contrary herein, in completing the transactions under this Agreement each Purchaser has relied on its own investigation with respect to the Assets and has not relied on any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiesinformation provided by Seller.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself The Purchasers hereby makes the following representations and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date warranties to the Company as followsSellers: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under 3.3.1 The Purchasers have the laws of the jurisdiction of its organization with full right, corporate or partnership requisite power and authority to enter into and perform this Agreement and to consummate purchase the transactions contemplated by the Transaction Documents and otherwise shares being sold to carry out its obligations hereunder and thereunderit hereunder. The execution, delivery and performance of this Agreement by such Purchaser Purchasers and the consummation by it of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or similar action on the part authorization of such PurchaserPurchasers are required. Each Transaction Document to which it is a party This Agreement has been duly authorized, executed by such Purchaser, and when delivered by such Purchaser Purchasers and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Purchasers enforceable against such Purchasers in accordance with the terms hereofthereof. 3.3.2 The Purchasers are, and will constitute be at the valid time of the execution of this Agreement, an "accredited investor", as such term is defined in Regulation D promulgated by the Commission under the Securities Act of 1933, as amended (the "1933 Act"), is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable such Purchasers to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment. The Purchasers have the authority and is duly and legally binding obligation qualified to purchase and own shares of the Company. The Purchasers are able to bear the risk of such Purchaserinvestment for an indefinite period and to afford a complete loss thereof. The information set forth on the signature page hereto regarding the Purchasers is accurate. 3.3.3 On the Closing Date, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating such Purchasers will purchase the Acquired Shares pursuant to the availability terms of specific performancethis Agreement for its own account for investment only and not with a view toward, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawfor resale in connection with, the public sale or any distribution thereof. (b) Own Account. Such Purchaser understands 3.3.4 The Purchasers understand and agree that the Securities are "restricted securities" and Acquired Shares have not been registered under the Securities 1933 Act or any applicable state securities law and is acquiring laws, by reason of their Issuance in a transaction that does not require registration under the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any 1933 Act (based in part thereof in violation on the accuracy of the Securities representations and warranties of the Purchasers contained herein), and that such Acquired Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities lawlaws or is exempt from such registration. In any event, has no present intention and subject to compliance with applicable securities laws, the Purchasers may enter Into lawful hedging transactions in the course of distributing any hedging the position they assume and the Purchasers may also enter into lawful short positions or other derivative transactions relating to the Acquired Shares, or interests in the Acquired Shares, and deliver the Acquired Shares, or interests in the Acquired Shares, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Acquired Shares, or interests in the Acquired Shares, to third parties who in turn may dispose of such Securities in violation of these Acquired Shares. 3.3.5 The Acquired Shares shall bear the Securities Act following or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right similar legend; 3.3.6 The offer to sell the Securities pursuant Acquired Shares was directly communicated to such Purchasers by the Company. At no time were such Purchasers presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. 3.3.7 Such Purchasers represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless such Purchasers otherwise notifies the Company prior to the Registration Statement or otherwise in compliance with applicable federal Closing Date shall be true and state securities laws) in violation correct as of the Securities Act or any applicable state securities law. Such Purchaser is acquiring Closing Date. 3.3.8 The foregoing representations and warranties shall survive the Securities hereunder in the ordinary course Closing Date and for a period of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiesone year thereafter.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself severally and for no other Purchasernot jointly, represents and warrants as of to the date hereof Company that, the statements contained in this Article 3 are true and correct as of the Closing Date on which such Purchaser is purchasing Closing Securities, as though made as of such Closing Date, except to the Company extent such representations and warranties are specifically made as follows:of a particular date (in which case such representations and warranties are true and correct as of such date). (a) Organization; Authority. Such 3.1 Purchaser is an entity duly organized“accredited investor” as defined by Rule 501 of Regulation D, validly existing and Purchaser is capable of evaluating the merits and risks of its investment in good standing the Closing Securities and has the ability and capacity to protect its interests. 3.2 Purchaser understands that the Closing Securities to be issued on such Closing Date, the Note Shares issuable upon conversion of Notes to be issued on such Closing Date and the Warrant Shares issuable upon exercise of Warrants to be issued on such Closing Date have not been registered under the laws Act on the ground that the issuance thereof is exempt under Section 4(2) of the jurisdiction Act and/or Regulation D as a transaction by an issuer not involving any public offering and that, in the view of the Commission, the statutory basis for the exception claimed would not be present if any of the representations and warranties of Purchaser contained in this Agreement are untrue or, notwithstanding the Purchaser’s representations and warranties, the Purchaser currently has in mind acquiring any of the Closing Securities, Notes Shares or Warrant Shares for resale upon the occurrence or non-occurrence of some predetermined event. 3.3 Purchaser is purchasing the Closing Securities to be issued on such Closing Date and, in the event that the Purchaser should acquire any Note Shares issuable upon conversion of Notes to be issued on such Closing Date or Warrant Shares issuable upon exercise of Warrants to be issued on such Closing Date, will be acquiring such Note Shares or such Warrant Shares, as applicable, as principal for its organization own account, and not for the benefit of any other Person, for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing of such Closing Securities, Note Shares and Warrant Shares, as applicable, in full rightcompliance with all applicable provisions of the Act, corporate the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in such Closing Securities, Note Shares and Warrant Shares is not a liquid investment. 3.4 Purchaser confirms that Purchaser has had the opportunity to ask questions of, and receive answers from, the Company or partnership any authorized Person acting on its behalf concerning the Company and its business and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Purchaser. In connection therewith, Purchaser acknowledges that Purchaser has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized Person acting on its behalf. Purchaser has received and reviewed all the information concerning the Company and the Closing Securities to be issued on such Closing Date, both written and oral, that Purchaser desires. Without limiting the generality of the foregoing, Purchaser has been furnished with or has had the opportunity to acquire, and to review: all information, both written and oral, that Purchaser desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, Purchaser has relied solely on Purchaser’s own knowledge and understanding of the Company and its business based upon Purchaser’s own due diligence investigations and the Company’s filings with the Commission. 3.5 Purchaser has all requisite legal and other power and authority to enter into execute and to consummate the transactions contemplated by the Transaction Documents deliver this Agreement and otherwise to carry out and perform its obligations hereunder under the terms of this Agreement. This Agreement constitutes a valid and thereunder. The executionlegally binding obligation of Purchaser enforceable in accordance with its terms, delivery subject as to enforcement, to bankruptcy, insolvency, reorganization and performance by such other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 3.6 Purchaser has carefully considered and has discussed with its legal, tax, accounting and financial advisors, to the extent the Purchaser has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement have been duly authorized for the Purchaser’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by all necessary corporate this Agreement are a suitable investment for the Purchaser. Purchaser understands that it (and not the Company) shall be responsible for Purchaser’s own tax liability that may arise as a result of the investment in the Closing Securities to be issued on such Closing Date or similar action the transactions contemplated by this Agreement. 3.7 Purchaser acknowledges that an investment in the Closing Securities to be issued on such Closing Date is speculative and involves a high degree of risk and that Purchaser can bear the part economic risk of the acceptance of such PurchaserClosing Securities, including a total loss of its investment. Each Transaction Document Purchaser recognizes and understands that no federal, state, or foreign agency has recommended or endorsed the purchase of the Closing Securities to which be issued on such Closing Date. Purchaser acknowledges that it has such knowledge and experience in financial and business matters that Purchaser is a party has been duly executed by capable of evaluating the merits and risks of an investment in the Closing Securities to be issued on such Purchaser, Closing Date and when delivered by such Purchaser in accordance of making an informed investment decision with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawrespect thereto. (b) Own Account. Such 3.8 Because of the legal restrictions imposed on resale or transfer of the Closing Securities to be issued on such Closing Date, Purchaser understands that the Securities are "restricted securities" Company shall have the right to note stop-transfer instructions in its records to the extent and have not for such period as may be reasonably required for compliance with applicable securities laws, and Purchaser has been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation informed of the Securities Act Company’s intention to do so. Any sales, transfers, or any applicable state securities law, has no present intention of distributing any of such Securities in violation other dispositions of the Closing Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such by Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise , if any, will be made in compliance with the Act and any other applicable federal and state securities laws) in violation , and all applicable rules and regulations promulgated thereunder and the terms of the Securities Act or any applicable state securities law. Such this Agreement. 3.9 The residency of Purchaser is acquiring the Securities hereunder (or, in the ordinary course case of its a partnership, limited liability company or corporation, such entity’s principal place of business. Such Purchaser does not have any agreement ) is correctly set forth below Purchaser’s name on Annex I or understandingAnnex II, directly or indirectly, with any Person to distribute any of the Securitiesas applicable.

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

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as warrants, severally and not jointly, to each of the date hereof and as of the Closing Date to the Company as followsCompanies that: (a) Organization; Authority. Such Each Purchaser is an entity duly organizedauthorized and qualified and has full right and power to execute and deliver this Agreement and all other agreements and instruments contemplated hereby to which such Purchaser is a party, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out perform its obligations hereunder and thereunder. The This Agreement and all other agreements and instruments contemplated hereby to which such Purchaser is a party have been duly authorized, executed and delivered by or on behalf of such Purchaser. Assuming the due authorization, execution, delivery and performance of this Agreement and all other agreements and instruments contemplated hereby by the other parties hereof and thereof, this Agreement and all other agreements and instruments contemplated hereby to which such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaserare legal, valid and when delivered by binding agreements, enforceable against such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its their terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that Other than, in the Securities are "restricted securities" and have not been registered under case of DLJMB, with respect to the Securities Act or any applicable state securities law and DLJMB Syndication Shares (as such term is acquiring defined in the Securities as principal Shareholders Agreement referred to in Section 6 below), the Shares to be received by it will be acquired by it for investment for its own account (or in the case of a custodian, for the account of its affiliated funds), not as a nominee or agent, and not with a view to the sale or for distributing or reselling such Securities or distribution of any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) , and it has no current intention of selling, granting participation in or otherwise distributing the same, in each case, in violation of applicable federal and state securities laws. By executing this Agreement, such Purchaser further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Securities Shares, in each case, in violation of applicable federal and state securities laws. (c) Such Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment. Such Purchaser further represents that it has had, during the course of the transactions contemplated hereby and prior to its purchase of the Shares, the opportunity to ask questions of, and receive answers from, each of the Companies concerning the terms and conditions of the offering and to obtain additional information (to the extent each of the Companies possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or to which it had access. Such Purchaser understands that no federal or state agency has passed upon this investment or upon either of the Companies, nor has any such agency made any finding or determination as to this investment. (d) Such Purchaser understands that the Shares may not be sold, transferred or otherwise disposed of without registration under the 1933 Act or any applicable state securities lawan exemption therefrom, and that in the absence of an effective registration statement covering the Shares or an available exemption from registration under the 1933 Act, the Shares must be held indefinitely. Such Purchaser is acquiring prepared to bear the Securities hereunder in economic risk of this investment for an indefinite period of time. In particular, such Purchaser acknowledges that it is aware that the ordinary course Shares may not be sold pursuant to Rule 144 promulgated under the 1933 Act unless all of its businessthe conditions of that Rule are met. Among the current conditions for use of Rule 144 by certain holders is the availability to the public of current information about each of the Companies. Such information is not now available, and neither of the Companies has current plans to make such information available. Such Purchaser does represents that, in the absence of an effective registration statement covering the Shares, it will sell, transfer or otherwise dispose of the Shares only in a manner consistent with its representations set forth herein and then only in accordance with the Shareholders Agreement referred to in Section 6 below. (e) Such Purchaser acknowledges that this investment is not recommended for investors who have any agreement need for a current return on this investment or understanding, directly or indirectly, with any Person who cannot bear the risk of losing their entire investment. Such Purchaser acknowledges that: (i) it has adequate means of providing for its current needs and possible personal contingencies and has no need for liquidity in this investment; (ii) its commitment to distribute any of investments which are not readily marketable is not disproportionate to its net worth; and (iii) its investment in the SecuritiesShares will not cause its overall financial commitments to become excessive.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, severally for itself and for no other Purchaseronly, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as followsthat: (a) Organization; Authority. 5.1 Such Purchaser is an entity duly organizedacquiring the Notes for its own account (or for the account of funds that such Purchaser manages), validly existing and not as nominee or agent, for the purpose of investment and not with a view to distribution in good standing under the laws violation of the jurisdiction Securities Act, without prejudice, however, to each Purchaser’s right at all times to sell or otherwise dispose of its organization with full right, corporate all or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the any part of such Purchaser. Each Transaction Document Notes pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from such registration under the Securities Act or pursuant to a pledge by a Purchaser which it is a party has been duly executed by such Purchaserfund of all or any portion of its rights under this Agreement to its trustee in support of its obligations to its trustee; subject, and when delivered by nevertheless, to the condition that the disposition of the property of such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with shall at all times be within its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawcontrol. (b) Own Account. 5.2 Such Purchaser understands that it must bear the Securities are "restricted securities" and have economic risk of its investment for an indefinite period of time because the Notes will not been be registered under the Securities Act or any applicable state securities law laws and is acquiring the Securities as principal for its own account and may not with a view to or for distributing or reselling such Securities or any part thereof in violation of be resold unless subsequently registered under the Securities Act or any applicable state securities lawunless an exemption from such registration is available. Such Purchaser acknowledges that, has no present intention of distributing any in issuing the Notes, the Company is relying on the representations and warranties of such Securities Purchaser in violation this Article V. 5.3 Such Purchaser represents that it is a sophisticated institutional investor and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Notes. Such Purchaser further represents that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the SEC under the Securities Act or any applicable state securities law with respect to the purchase of the Notes. 5.4 Such Purchaser hereby acknowledges that the Notes (unless such a Securities Act legend is no longer required in the opinion of counsel, which opinion and has no arrangement or understanding with counsel shall be reasonably satisfactory to the Company, it being agreed that Debevoise & ▇▇▇▇▇▇▇▇ LLP shall be satisfactory) shall bear a legend substantially in the following form (in addition to any other persons regarding legend required by the distribution of Operative Documents): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF SUCH SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM. The acquisition by such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation Purchaser of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any Notes shall constitute a confirmation by it of the Securitiesforegoing representations.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as followsthat: (a) Organization; AuthorityThe Purchaser is purchasing the Securities, the Conversion Shares and Warrant Shares for such Purchaser's own account and not with the view to, or for resale in connection with, any distribution or public offering thereof. Such Purchaser has no current plan or intention to engage in a sale, exchange, transfer, distribution, redemption, reduction in any way of such Purchaser's risk of ownership by short sale or otherwise, or other disposition, directly or indirectly of the Securities, Conversion Shares or Warrant Shares. Such Purchaser is an entity duly organized, validly existing and in good standing under able to bear the laws of the jurisdiction economic risk of its organization with full rightinvestment and has the knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks (including tax considerations) of its investment, corporate or partnership power and authority to enter into and to consummate including the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser high degree of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part risk of loss of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law's entire investment herein. (b) Own Account. Such The Purchaser understands that none of the Securities are "restricted securities" and have not Securities, Conversion Shares or Warrant Shares has been registered under the Securities Act or any applicable state securities law and is acquiring laws by reason of their contemplated issuance in transactions exempt from the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 505 or 506 promulgated under the Securities Act and applicable state securities laws, and that the reliance of the Company and others upon these exemptions is predicated in part upon this representation by such Purchaser. The Purchaser further understands that the Securities, Conversion Shares or Warrant Shares may not be offered, sold, transferred, pledged or hypothecated without (i) registration under the Securities Act and any applicable state securities lawlaws, has no present intention of distributing any of such Securities in violation or (ii) an exemption from the requirements of the Securities Act or any and applicable state securities law laws. The Purchaser understands (i) that the Units will not have any registration rights with respect to the Notes, Warrants, Conversion Shares or Warrant Shares, (ii) that an exemption from such registration is not presently available pursuant to Rule 144 promulgated under the Securities Act by the Commission, and (iii) that in any event the Purchaser may not sell any securities acquired hereunder pursuant to Rule 144 prior to the expiration of a six-month period (or such shorter period as the Commission may hereafter adopt) after such Purchaser has no arrangement acquired such securities. The Purchaser understands that any sales pursuant to Rule 144 can be made only in full compliance with the provisions of Rule 144. (c) The Purchaser has had an opportunity to consult with his, her or understanding its own legal counsel in connection with this Agreement and the transactions contemplated by this Agreement. The Purchaser has also had an opportunity to review the financial consequences of the purchase of the Securities with his, her or its financial advisor and/or tax advisor and is fully familiar with the financial affairs of the Company. The Purchaser has received the Company's Private Placement Memorandum. The Purchaser has access to the SEC Reports, all of which are filed electronically with the Commission. (d) The Purchaser has not purchased the Securities as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other persons regarding the distribution communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (e) The principal office or residence of such Securities (this representation and warranty not limiting Purchaser is the address set forth on such Purchaser's right to sell signature page attached hereto. The Purchaser, by execution of this Agreement, hereby represents that he, she or it qualifies as an "accredited investor" for purposes of Regulation D promulgated under the Securities Act. The Purchaser (i) is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, and bear the loss of his, her or its entire investment in the Securities, the Conversion Shares and the Warrant Shares and (ii) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment to be made by it pursuant to this Agreement. If other than an individual, the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation Purchaser also represents that it has not been organized solely for the purpose of acquiring the Securities Act or any applicable state securities lawSecurities. Such Purchaser is acquiring has had access to all of the Securities hereunder Company's material books and records and the Company has made available to such Purchaser at a reasonable time prior to execution of this Agreement the opportunity to ask questions and receive answers concerning the terms and conditions of the sale of securities contemplated by this Agreement and to obtain any additional information (which the Company possesses or can acquire without unreasonable effort or expense) as may be necessary to verify the accuracy of information furnished to such Purchaser by the Company. (f) No Person has or will have, as a result of any act or omission by such Purchaser, any right, interest or valid claim against the Company for any commission, fee or other compensation as a finder or broker, or in any similar capacity, in connection with the ordinary course of its businesstransactions contemplated by this Agreement. Such Purchaser does not have will indemnify and hold the Company harmless against any agreement and all liability with respect to any such commission, fee or understanding, directly other compensation which may be payable or indirectly, determined to be payable in connection with any Person to distribute any of the Securitiestransactions contemplated by this Agreement.

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

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

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

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

Representations and Warranties of the Purchasers. Each Purchaser hereby, hereby for itself and for no other Purchaser, Purchaser represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) OrganizationORGANIZATION; Authority. AUTHORITY Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance purchase by such Purchaser of the transactions contemplated by this Agreement have Securities hereunder has been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party of this Agreement, the Registration Rights Agreement, the Security Agreement and the IP Security Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. INVESTMENT INTENT Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof in violation thereof, without prejudice, however, to such Purchaser's right, subject to the provisions of this Agreement, the Registration Rights Agreement and the Warrant, at all times to sell or otherwise dispose of all or any part of such Securities pursuant to an effective registration statement under the Securities Act or any applicable state securities law, has no present intention of distributing any of under an exemption from such Securities in violation of the Securities Act or any applicable state securities law registration and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of . Nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold the Securities Act or for any applicable state securities lawperiod of time. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person person to distribute any of the Securities. (c) PURCHASER STATUS At the time such Purchaser was offered the Securities, it was, and at the date hereof it is an "accredited investor" as defined in Rule 501(a) under the Securities Act. (d) EXPERIENCE OF SUCH PURCHASER Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. (e) ABILITY OF SUCH PURCHASER TO BEAR RISK OF INVESTMENT Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. (f) ACCESS TO INFORMATION Such Purchaser acknowledges that it has reviewed the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and the Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment and to verify the accuracy and completeness of the information contained in the Disclosure Materials. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company's representations and warranties contained in the Transaction Documents.

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

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

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, of the Purchasers represents and warrants to the Company as of the date hereof of this Agreement and as of the Closing Date to (as if such representations and warranties were remade on the Company Closing Date) as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing Each of the Purchasers represents and warrants to the Company that the Preferred Stock to be acquired by it hereunder (including the Conversion Shares that it may acquire upon conversion or exercise of the Preferred Stock) are being acquired for their own account for investment and with no intention of distributing or reselling such Preferred Stock (including the Conversion Shares that it may acquire upon conversion or exercise thereof) or any part thereof or interest therein in good standing under any transaction which would be in violation of the securities laws of the jurisdiction United States of its organization with full rightAmerica or any State. Nothing in this Agreement, corporate however, shall prejudice or partnership power and authority otherwise limit the right of each Purchaser to enter into and to consummate the transactions contemplated by the Transaction Documents and sell or otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser dispose of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the any part of such PurchaserConversion Shares under an effective registration statement under the Securities Act and in compliance with applicable state securities laws or under an exemption from such registration. By executing this Agreement, each Purchaser further represents that such Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any person with respect to any of the Preferred Stock. (b) Each of the Purchasers understands that the Preferred Stock (including the Conversion Shares that it may acquire upon conversion or exercise thereof, as the case may be) have not been registered under the Securities Act and may not be offered, resold, pledged or otherwise transferred except (a) pursuant to an exemption from registration under the Securities Act (and, if requested by the Company, based upon an opinion of counsel acceptable to the Company) or pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States and other jurisdictions. Each Transaction Document of the Purchasers agrees to the imprinting, so long as appropriate, of the following legend on the Preferred Stock (including the Conversion Shares that it may acquire upon conversion or exercise thereof, as the case may be): The legend set forth above may be removed if and when the Conversion Shares are disposed of pursuant to an effective registration statement under the Securities Act or in the opinion of counsel to the Company experienced in the area of United States Federal securities laws such legends are no longer required under applicable requirements of the Securities Act. The Preferred Stock, and the Conversion Shares shall also bear any other legends required by applicable Federal or state securities laws, which legends may be removed when in the opinion of counsel to the Company experienced in the applicable securities laws, the same are no longer required under the applicable requirements of such securities laws. The Company agrees that it will provide any Purchaser, upon request, with a substitute certificate, not bearing such legend at such time as such legend is no longer applicable. Each of the Purchasers agrees that, in connection with any transfer of the Conversion Shares by it pursuant to an effective registration statement under the Securities Act, such Purchaser will comply with all prospectus delivery requirements of the Securities Act. The Company makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of the Preferred Stock or the Conversion Shares. (c) Each of the Purchasers represents and warrants to the Company that it is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act and that such Purchaser is not an “underwriter” within the meaning of Section 2(11) of the Securities Act. Each of the Purchasers represents and warrants to the Company that such Purchaser has not learned of the opportunity to acquire Preferred Stock or any other security issuable by the Company through any form of general advertising or public solicitation. (d) Each of the Purchasers represents and warrants to the Company that it has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Preferred Stock, having been represented by counsel, and has so evaluated the merits and risks of such investment and is able to bear the economic risk of such investment and, at the present time, is able to afford a party complete loss of such investment. (e) Each of the Purchasers represents and warrants to the Company that its overall commitment to investments which are not readily marketable is not disproportionate to its net worth, and its purchase of the Preferred Stock will not cause such overall commitment to become excessive. (f) Each of the Purchasers recognizes that the purchase of the Preferred Stock involves a high degree of risk. (g) Each of the Purchasers represents and warrants to the Company that (i) the purchase of the Preferred Stock to be purchased by it has been duly and properly authorized and this Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute it or on its behalf and constitutes the valid and legally binding obligation of such Purchaser, enforceable against it such Purchaser in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generallysubject to the Enforceability Exceptions, (ii) as limited the purchase of the Preferred Stock to be purchased by it does not conflict with or violate its charter, by-laws relating or any law, regulation or court order applicable to the availability of specific performance, injunctive relief or other equitable remedies it; and (iii) insofar as indemnification and contribution provisions may the purchase of the Preferred Stock to be limited purchased by it does not impose any penalty or other onerous condition on such Purchaser under or pursuant to any applicable lawlaw or governmental regulation. (bh) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation Each of the Securities Act or any applicable state securities law, has no present intention of distributing Purchasers represents and warrants to the Company that neither it nor any of such Securities in violation of the Securities Act its directors, officers, employees, agents, partners, members, or any applicable state securities law and controlling persons has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understandingtaken, directly or indirectly, with any Person actions designed, or might reasonably be expected to distribute any cause or result in the stabilization or manipulation of the Securitiesprice of the Common Stock. (i) Each of the Purchasers acknowledges that it or its representatives have reviewed and understand the Transaction Documents and Disclosure Documents and further acknowledges that it or its representatives have been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Preferred Stock, including the terms and conditions of the proposed Acquisition, and the merits and risks of investing in the Preferred Stock; (ii) access to information about the Company, the proposed Acquisition and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the Preferred Stock; and (iii) the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy and completeness of the information in the Transaction Documents and the Disclosure Documents. (j) Each Purchaser represents and warrants to the Company that it has based its investment decision solely upon the information contained in the Transaction Documents and the Disclosure Documents and such other information as may have been provided to it or its representatives by the Company in response to their inquiries, and has not based its investment decision on any research or other report regarding the Company prepared by any third party (“Third Party Reports”). Each Purchaser understands and acknowledges that (i) the Company does not endorse any Third Party Reports and (ii) its actual results may differ materially from those projected in any Third Party Report. (k) Each of the Purchasers understands and acknowledges that (i) any forward-looking information included in the Disclosure Documents supplied to such Purchaser by the Company or its management is subject to risks and uncertainties, including those risks and uncertainties set forth in the Disclosure Documents; and (ii) the Company’s actual results may differ materially from those projected by the Company or its management in such forward-looking information. (l) Each of the Purchasers understands and acknowledges that (i) the Preferred Stock is offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption depends in part on, and that the Company and its counsel will rely upon, the accuracy and truthfulness of the foregoing representations and each of the Purchasers hereby consents to such reliance. (m) Each of the Purchasers understands that no U.S. federal or state agency, or any agency or governmental or regulatory authority in any other country, including without limitation, the U.S. Securities and Exchange Commission, has passed upon the Preferred Stock or made any finding or determination as to the fairness of this investment. (n) Except for certain fees owed to MAG set forth on the Disclosure Schedule, each of the Purchasers does not know of any claims for services, either in the nature of a finder’s fee, broker’s fee, financial advisory fee or other like fee, that such Purchaser has incurred with respect to the offering of the Preferred Stock and the transactions contemplated by the Transaction Documents.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents severally and not jointly, hereby acknowledges, agrees with and represents, warrants as of the date hereof and as of the Closing Date covenants to the Company Company, as follows: (a) Organization; Authority. Such The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with has full right, corporate or partnership power and authority to enter into this Agreement, the execution and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaserauthorized, if applicable, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the this Agreement constitutes a valid and legally binding obligation of such the Purchaser, enforceable against it in accordance with its terms, except (i) as may be limited by general equitable principles and applicable bankruptcy, reorganization, insolvency, reorganization, moratorium and other similar laws of general application relating to or affecting the enforcement of rights of creditors' rights generally, and except as enforceability of the obligations hereunder are subject to general principles of equity (ii) as limited by laws relating to the availability regardless of specific performance, injunctive relief whether such enforceability is considered in a proceeding in equity or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law). (b) Own AccountThe Purchaser acknowledges its understanding that the Offering and sale of the Securities is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“Regulation D”). Such In furtherance thereof, the Purchaser represents and warrants to the Company and its affiliates as follows: (i) The Purchaser realizes that the basis for the exemption from registration may not be available if, notwithstanding the Purchaser’s representations contained herein, the Purchaser is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Purchaser does not have any such intention. (ii) The Purchaser realizes that the basis for exemption would not be available if the Offering is part of a plan or scheme to evade registration provisions of the Securities Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the Securities Act. (iii) The Purchaser is acquiring the Securities solely for the Purchaser’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. (iv) The Purchaser has the financial ability to bear the economic risk of the Purchaser’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. (v) The Purchaser and the Purchaser’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. If other than an individual, the Purchaser also represents it has not been organized solely for the purpose of acquiring the Securities. (vi) The Purchaser (together with its Advisors, if any) has received all documents requested by the Purchaser, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. (c) The Purchaser is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Purchaser has relied on the advice of, or has consulted with, only its Advisors. Each Advisor, if any, has disclosed to the Purchaser in writing (a copy of which is annexed to this Agreement) the specific details of any and all past, present or future relationships, actual or contemplated, between the Advisor and the Company or any affiliate or sub-agent thereof. (d) The Purchaser has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are "restricted securities" a speculative investment that involves a high degree of risk of loss of the Purchaser’s entire investment. Among other things, the Purchaser has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC Filings (as defined above) and any additional disclosures in the nature of Risk Factors described herein. (e) The Purchaser will not sell or otherwise transfer any Securities without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the Purchaser must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Purchaser is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Purchaser also understands that the Company is under no obligation to register the Securities on behalf of the Purchaser or to assist the Purchaser in complying with any exemption from registration under the Securities Act or applicable state securities law and is acquiring laws. The Purchaser understands that any sales or transfers of the Securities as principal are further restricted by state securities laws and the provisions of this Agreement. (f) No oral or written representations or warranties have been made, or information furnished, to the Purchaser or its Advisors, if any, by the Company or any of its officers, employees, agents, sub-agents, affiliates, advisors or subsidiaries in connection with the Offering, other than any representations of the Company contained herein, and in subscribing for its own account the Securities, the Purchaser is not relying upon any representations other than those contained herein. (g) The Purchaser’s overall commitment to investments that are not readily marketable is not disproportionate to the Purchaser’s net worth, and an investment in the Securities will not cause such overall commitment to become excessive. (h) The Purchaser understands and agrees that the certificates for the Securities shall bear substantially the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” (i) Certificates evidencing Securities shall not be required to contain the legend set forth in Section 3.2 (h) above or any other legend (i) while a registration statement covering the resale of such Securities is effective under the Securities Act, (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 (provided that the Purchaser provides the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of the Purchaser’s counsel), (iv) in connection with a view sale, assignment or other transfer (other than under Rule 144), provided that the Purchaser provides the Company with an opinion of counsel, at the expense of the Company, in a generally acceptable form, to the effect that such sale, assignment or for distributing or reselling such transfer of the Securities or any part thereof in violation may be made without registration under the applicable requirements of the Securities Act or any (v) if such legend is not required under applicable state securities law, has no present intention of distributing any of such Securities in violation requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the Commission). If a legend is not required pursuant to the foregoing, the Company shall no later than three (3) business days following the delivery by the Purchaser to the Company or any applicable state securities law the transfer agent (with notice to the Company) of a legended certificate representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and has no arrangement or understanding otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other persons regarding deliveries from the distribution Purchaser as may be required above in this Section 3.2 (i), as directed by the Purchaser, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program, credit the aggregate number of shares of Common Stock to which the Purchaser shall be entitled to the Purchaser’s or its designee’s balance account with DTC through its Deposit and Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the Purchaser, a certificate representing such Securities that is free from all restrictive and other legends, registered in the name of the Purchaser or its designee. The Company shall be responsible for any transfer agent fees, fees of legal counsel to the Company or DTC fees with respect to any issuance of Securities or the removal of any legends with respect to any Securities in accordance herewith. (this representation and warranty not limiting such Purchaser's right to sell j) Neither the Commission nor any state securities commission has approved the Securities pursuant to or passed upon or endorsed the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation merits of the Securities Act Offering. There is no government or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute other insurance covering any of the Securities. (k) The Purchaser and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Purchaser and its Advisors, if any. (i) In making the decision to invest in the Securities, the Purchaser has relied solely upon the information provided by the Company in the Transaction Documents. To the extent necessary, the Purchaser has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Securities hereunder. The Purchaser disclaims reliance on any statements made or information provided by any person or entity in the course of Purchaser’s consideration of an investment in the Securities other than the Transaction Documents. (ii) The Purchaser represents and warrants that: (i) the Purchaser was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Purchaser had a prior substantial pre-existing relationship and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Purchaser did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or (C) observe any website or filing of the Company with the Commission in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company. (m) The Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. (n) The Purchaser is not relying on the Company or any of its employees, agents, or advisors with respect to the legal, tax, economic and related considerations of an investment in the Securities, and the Purchaser has relied on the advice of, or has consulted with, only its own Advisors. (o) The Purchaser acknowledges that any estimates or forward-looking statements or projections furnished by the Company to the Purchaser were prepared by the management of the Company in good faith, but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed by the Company or its management and should not be relied upon. (p) No oral or written representations have been made, or oral or written information furnished, to the Purchaser or its Advisors, if any, in connection with the Offering that are in any way inconsistent with the information contained herein. (q) (For ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has been informed of and understands the Company’s investment objectives, policies and strategies, and that the decision to invest “plan assets” (as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require diversification of plan assets and impose other fiduciary responsibilities. The Purchaser or Plan fiduciary (i) is responsible for the decision to invest in the Company; (ii) is independent of the Company and any of its affiliates; (iii) is qualified to make such investment decision; and (iv) in making such decision, the Purchaser or Plan fiduciary has not relied primarily on any advice or recommendation of the Company or any of its affiliates. (r) The Purchaser is an “Accredited Investor” as defined in Rule 501(a) under the Securities Act. In general, an “Accredited Investor” is deemed to be an institution with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 (excluding such person’s residence) or annual income exceeding $200,000 or $300,000 jointly with his or her spouse. (s) The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the Offering, and has so evaluated the merits and risks of such investment. The Purchaser has not authorized any person or entity to act as its Purchaser Representative (as that term is defined in Regulation D of the General Rules and Regulations under the Securities Act) in connection with the Offering. The Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

Representations and Warranties of the Purchasers. Each Purchaser herebyof the Purchasers hereby represents, for itself warrants and for no other Purchaser, represents and warrants covenants as of the date hereof and as of the Closing Date to the Company as followsthat: 3.1 ORGANIZATION, AUTHORIZATION AND EFFECT OF AGREEMENT. (a) Organization; Authority. Such Purchaser is an entity exempted company that (A) is duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation or formation, (B) is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which the character of the jurisdiction properties owned or leased by it or the nature of its organization with full rightbusiness makes such qualification necessary, corporate except for such of the foregoing in which the failure to be so qualified or partnership power and in good standing would not, individually or in the aggregate, reasonably be expected to have or result in a material adverse effect on the authority or ability of the Purchaser to enter into and this Agreement, the Transaction Documents or to consummate the transactions contemplated by hereby or thereby, (C) has the requisite power and authority to execute and deliver this Agreement and the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party and to perform the transactions contemplated hereby and thereby to be performed by it, and (D) has been duly taken all necessary action required to be taken under applicable Law for the due authorization of the execution and delivery by the Purchaser of this Agreement and the Transaction Documents to which it is a party and the performance by it of the transactions contemplated hereby or thereby. (b) This Agreement has been, and the Transaction Documents to which the Purchaser is a party will be, duly and validly executed and delivered by such Purchaser and, assuming the due execution and delivery of this Agreement by Seller, and assuming the due execution and delivery of the Transaction Documents by any other parties thereto, constitutes a legal, valid and binding obligation of the Purchaser, and when delivered by enforceable against such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its their terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, execution and delivery of this Agreement by such Purchaser and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or, if such Purchaser is not a corporation, such partnership, limited liability company or similar action other applicable like action, on the part of such Purchaser. Each Transaction Document to which it is a party has been (or, in the case of the Investor Rights Agreement, will be at the Closing) duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other laws equitable principles of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawapplication. (b) Own Account. The execution, delivery and performance by such Purchaser of this Agreement and the Investor Rights Agreement and the consummation by such Purchaser of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Purchaser, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Purchaser is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Purchaser, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to perform its obligations hereunder. (c) Such Purchaser understands that the Securities are "“restricted securities" ” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to to, or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities lawlaws, has no present intention provided, however, that by making the representations herein, such Purchaser does not agree to hold any of distributing the Securities for any minimum period of time and reserves the right, subject to the provisions of this Agreement, the Certificate of Designations and the Investor Rights Agreement, at all times to sell or otherwise dispose of all or any part of such Securities in violation of pursuant to an effective registration statement under the Securities Act or any applicable state securities law under an exemption from such registration and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not presently have any agreement agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect any distribution of any of the Securities (or any securities which are derivatives thereof) to or through any Person; such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act or an entity engaged in a business that would require it to be so registered as a broker-dealer. (d) At the time such Purchaser was offered the Preferred Shares, it was, and at the date hereof it is, an “accredited investor” as defined in Rule 501(a) under the Securities Act. (e) Such Purchaser is not purchasing the Preferred Shares as a result of any advertisement, article, notice or other communication regarding the Preferred Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement. (f) Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the current time, is able to afford a complete loss of such investment. (g) Such Purchaser acknowledges that it has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and the subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained in the Transaction Documents. (h) Other than with respect to the transactions contemplated herein, since the time that such Purchaser was first contacted by the Company or any other Person regarding the transactions contemplated hereby, neither the Purchaser nor any Trading Affiliate of such Purchaser has directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser or Trading Affiliate, effected or agreed to effect any purchases or sales of the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). (i) No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or any Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Purchaser. (j) Such Purchaser has independently evaluated the merits of its decision to purchase the Preferred Shares pursuant to the Transaction Documents. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Preferred Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Preferred Shares. (k) Such Purchaser understands that the Preferred Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Preferred Shares. (l) Such Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities. (m) None of the Purchasers or their Trading Affiliates beneficially own any Common Stock or Equity Interests of the Company (other than pursuant to the Transaction Documents). (n) Such Purchaser’s offices in which its investment decision with respect to the Preferred Shares was made are located at the address set forth for notices to be delivered to such Purchaser in Section 6.3. The Company and each of the Purchasers acknowledge and agree that no party to this Agreement has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Article III and the Transaction Documents.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:follows (unless as of a specific date therein): (a) Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution, execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountUnderstandings or Arrangements. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act direct or any applicable state securities law and has no arrangement indirect arrangements or understanding understandings with any other persons Persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's ’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. In connection with its decision to purchase the Securities, the Purchaser received and is relying only upon the Registration Statement, the General Disclosure Package, the Prospectus and the Transaction Documents and the documents incorporated by reference therein. (c) [Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(5), (a)(6), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser does is not have any agreement or understanding, directly or indirectly, with any Person required to distribute any be registered as a broker-dealer under Section 15 of the Exchange Act.] (d) Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. The Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transaction contemplated hereby.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, hereby represents and warrants warrants, severally and not jointly, to the Mallinckrodt Parties that the following statements are true and correct as of the date hereof and as of the Closing Date to the Company as followshereof: (a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, has all necessary corporate or partnership similar power and authority to enter into execute and deliver this Agreement and to consummate perform its obligations hereunder. The execution and delivery of this Agreement by such Purchaser and the transactions contemplated by the Transaction Documents and otherwise to carry out performance of its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party . (b) This Agreement has been duly and validly executed and delivered by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute . This Agreement constitutes the valid and legally binding obligation of such Purchaser, enforceable against it such Purchaser in accordance with its terms, except as may be limited by (i) as limited by general equitable principles and applicable the effects of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and other laws remedies of general application affecting enforcement of creditors' rights generally, creditors generally or (ii) as limited general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The execution, delivery and performance of this Agreement by laws relating such Purchaser, and such Purchaser’s compliance with the provisions hereof, will not (with or without notice or lapse of time, or both): (i) violate any provision of such Purchaser’s organizational or governing documents; (ii) violate any law or order applicable to such Purchaser; or (iii) require any consent or approval under, violate, result in any breach of, or constitute a default under, or result in termination or give to others any right of termination, amendment, acceleration or cancellation of any contract, agreement, arrangement or understanding that is binding on such Purchaser, except, in the availability case of specific performance, injunctive relief or other equitable remedies clauses (ii) and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawabove, where not reasonably likely to have a material adverse effect on the ability of such Purchaser to perform its obligations under this Agreement, the New Indenture, the New Notes or the transactions contemplated hereby. (bd) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities law and an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) promulgated under the Securities Act. (e) Such Purchaser is not acquiring the Securities New Notes as principal a result of or pursuant to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or electronic media, or broadcast over television or radio, or (ii) any seminar or meeting whose attendees had been invited as a result of, or pursuant to, any of the foregoing. (f) Such Purchaser will acquire the New Notes for its own account or for the account of another for which it acts as discretionary investment manager, advisor or sub-advisor, for investment and not with a view to or for distributing or reselling such Securities the distribution thereof or any part thereof interest therein in violation of the Securities Act or any applicable state securities lawlaws. (g) Such Purchaser acknowledges for the benefit of the Mallinckrodt Group (as defined below) (including for the benefit of any person acting on behalf of any member of the Mallinckrodt Group in connection with this Agreement and the transactions set forth herein, including, without limitation, Guggenheim Securities, LLC, who is acting as a financial advisor to the Mallinckrodt Parties (the “Financial Advisor”) or any other advisor to a Mallinckrodt Group member) that it has no present intention the requisite knowledge and experience in financial and business matters so that it is capable of distributing evaluating the merits and risks of the acquisition of the New Notes contemplated hereby and has had such opportunity as it has deemed adequate to obtain such information as is necessary to permit such Purchaser to evaluate the merits and risks of the acquisition of the New Notes contemplated hereby. (h) Such Purchaser acknowledges that none of the Issuers, Mallinckrodt Parent, nor the other subsidiaries of Mallinckrodt Parent (all of the foregoing, the “Mallinckrodt Group”) intends to register the New Notes, any of such Securities in violation of offer or sale thereof or the Sale under the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to Exchange Act of 1934, as amended (the Registration Statement “Exchange Act”) or otherwise in compliance with applicable federal and any state securities laws. (i) Such Purchaser acknowledges for the benefit of the Mallinckrodt Group (including for the benefit of any person acting on behalf of any member of the Mallinckrodt Group in connection with this Agreement and the transactions set forth herein, including, without limitation, the Financial Advisor or any other advisor to a Mallinckrodt Group member) that (i) the Mallinckrodt Group may be in possession of information about the Mallinckrodt Group (including material non-public information) that may impact the value of the New Notes, and may not be included in the information available to such Purchaser, (ii) notwithstanding any such informational disparity, such Purchaser has independently evaluated the risks and merits regarding the transactions contemplated by this Agreement (including, for the avoidance of doubt, with respect to the Sale and the New Notes) and wishes to enter into this Agreement and consummate the transactions contemplated hereby in accordance with its terms, (iii) in violation connection with the transactions contemplated by this Agreement, no member of the Securities Act Mallinckrodt Group or any applicable state securities law. Such Purchaser is acquiring other person acting on behalf of any member of the Securities hereunder in the ordinary course Mallinckrodt Group, including, without limitation, any financial advisor of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiesforegoing, has made or is making any representation or warranty to such Purchaser or any other person, whether express or implied, of any kind or character (including, without limitation, as to accuracy or completeness of any information or as to the creditworthiness of the Issuers or the guarantors or the New Notes or as to the transactions contemplated by this Agreement), and (iv) in connection with the transactions contemplated by this Agreement, such Purchaser is not relying upon, and has not relied upon, any representation or warranty made by any member of the Mallinckrodt Group, or any other person acting on behalf of any member of the Mallinckrodt Group, including, without limitation, any financial advisor of any of the foregoing, except, in the case of clauses (iii) and (iv), for the representations and warranties of the Mallinckrodt Parties contained in this Agreement, the Issue Date Security Documents, and the Solvency Certificate (as defined below). (j) Such Purchaser acknowledges for the benefit of the Mallinckrodt Group (including for the benefit of any person acting on behalf of any member of the Mallinckrodt Group in connection with this Agreement and the transactions set forth herein, including, without limitation, the Financial Advisor or any other advisor to a Mallinckrodt Group member) that it has made its own independent assessment, to its satisfaction, concerning any and all legal, regulatory, tax, credit, business and financial considerations with respect to the Mallinckrodt Group and the New Notes in connection with its acquisition of the New Notes contemplated hereby.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:follows (unless as of a specific date therein): (a) Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understanding understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does is not have any agreement or understanding, directly or indirectly, with any Person to distribute any acquiring the Shares as part of a group within the meaning of Section 13(d)(3) of the SecuritiesExchange Act.

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

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

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, severally and not jointly, hereby represents and warrants on behalf of itself to the Company and the Guarantors as of the date hereof and as of the Closing Agreement Date to the Company as followsthat: (a) Organization; Authority. Such Purchaser Purchaser, if an entity, is an entity duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by formation. (b) Each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly authorized, executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute and constitutes the valid and legally binding obligation of such Purchaser, enforceable against it such Purchaser in accordance with its terms, except as such enforceability may be limited by (i) as limited by general equitable principles and applicable insolvency, bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting the enforcement of creditors' ’ rights generally, or (ii) as limited by laws applicable equitable principles relating to the availability of specific performance, injunctive relief enforceability (whether considered in a proceeding at law or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawin equity). (bc) Own Account. Such Purchaser understands that has full power and authority to purchase the Securities are "restricted securities" Notes and have not been registered the RLNs and to enter into and perform its other obligations under each of the Securities Act or any applicable state securities law Transaction Documents and is acquiring carry out the Securities as principal other transactions contemplated thereby. (d) Each of the Notes, the RLNs and Exchange Shares to be received by such Purchaser hereunder will be acquired for its such Purchaser’s own account account, and not with a view to the resale or for distributing or reselling such Securities or distribution of any part thereof in violation of the Securities Act or any applicable state securities lawAct, and such Purchaser has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, or present intention of selling, granting any participation in or otherwise distributing the Notes, the RLNs or Exchange Shares in violation of applicable federal, state, European or Irish securities laws; provided, however, nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold the Securities for any period of time and such Purchaser reserves the right to dispose of the Securities at any time in accordance with, or pursuant to, a registration statement or an applicable exemption under the Securities Act and any applicable European and Irish laws. (e) Such Purchaser can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. (f) Such Purchaser understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company or Iterum in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. (g) Such Purchaser understands that, except as provided below, certificates evidencing the Securities may bear the following or any similar legend: (i) “These securities represented hereby [and the securities issuable upon exchange of these securities] have not been registered with the Securities and Exchange Commission or the securities commission of any Person State in reliance upon an exemption from registration under the Securities Act of 1933, as amended, and, accordingly, may not be transferred unless (i) such securities have been registered for sale pursuant to distribute the Securities Act of 1933, as amended, (ii) such securities may be sold pursuant to Rule 144, (iii) the Issuer has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933, as amended, or (iv) the securities are transferred without consideration to an affiliate of such holder or a custodial nominee (which for the avoidance of doubt shall require neither consent nor the delivery of an opinion).”; or (ii) If required by the authorities of any State in connection with the issuance of sale of the Securities, the legend required by such State authority. (h) Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company and the Guarantors are relying in part upon the truth and accuracy of, and such Purchasers’ compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities. (i) Such Purchaser has (i) received all the information from the Company, the Guarantors and their management that the Purchaser considers necessary or appropriate for deciding whether to purchase the Notes and the RLNs hereunder, including the SEC Reports and

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as followswith respect solely to itself and not with respect to any other Purchaser that: (a) Organization; Authority. Such 5.1 Each Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership has all necessary power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. All actions necessary to be taken by each Purchaser to authorize the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and all other agreements and instruments delivered by such each Purchaser of in connection with the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party and validly taken, and this Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with each Purchaser. This Agreement constitutes the terms hereofvalid, will constitute the valid binding and legally binding enforceable obligation of such each Purchaser, enforceable against it in accordance with its terms, except (i) as enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The execution and delivery by each Purchaser of creditors' rights generallythis Agreement and the fulfillment of and compliance with the respective terms hereof by each Purchaser do not and shall not as of the Closing conflict with or result in a breach of the terms, (iiconditions or provisions of any other agreement, instrument, order, judgment or decree to which such Purchaser is subject. 5.2 Each Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) as limited of Regulation D under the Securities Act or similar exemptions under state law; and, accordingly, such Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and therefore may not be offered, pledged or sold by it, directly or indirectly, in the United States without registration under United States federal and state securities laws relating and Purchaser understands the certificates representing such Securities will contain a legend in respect of such restrictions. 5.3 The Securities are being acquired for such Purchaser’s own account and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act. Each Purchaser shall not engage in hedging transactions with regard to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawSecurities unless in compliance with the Securities Act. (b) Own Account5.4 Each Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities. 5.5 Each Purchaser is familiar with the Company’s business plans and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Such Each Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. Each Purchaser understands that its investment in the Securities involves a high degree of risk. Each Purchaser has sought such accounting, legal and tax advice as each Purchaser has considered necessary to make an informed investment decision with respect to each Purchaser’s acquisition of the Securities. Each Purchaser has such knowledge and expertise in financial and business matters, knows of the high degree of risk associated with investments generally and particularly investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities, and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder. 5.6 Each Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law by reason of a specific exemption therefrom, and that the Company is acquiring relying on the Securities truth and accuracy of, and each Purchaser’s compliance with, the representations and warranties and agreements of each Purchaser set forth herein to determine the availability of such exemptions and the eligibility of each Purchaser to acquire such Securities, including, but not limited to, the bona fide nature of each Purchaser’s investment intent as principal for its own account and expressed herein. 5.7 Each Purchaser did not with decide to enter into this Agreement as a view to result of any general solicitation or for distributing or reselling such Securities or any part thereof in violation general advertising within the meaning of Rule 502(c) of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesAct.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself of the Purchasers hereby jointly and for no other Purchaser, severally represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority. Such Purchaser Berkshire Fund VI Investment Corp. is an entity a corporation and Berkshire Investors LLC is a limited liability company, each duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization with Massachusetts, and each has full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunderthis Agreement. The execution, delivery and performance by such Purchaser of the transactions contemplated by this This Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such enforceable against each Purchaser in accordance with the its terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its termsconditions, except (i) as limited by general equitable principles and to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and other or similar laws of general application affecting the enforcement of creditors' ’ rights generally, (ii) as limited by laws relating generally and to the availability of specific performance, injunctive relief or other general equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawprinciples. (b) Own Account. Such Each Purchaser understands that the Securities are "restricted securities" and have not been registered is an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act or any applicable state securities law of 1933, as amended (the “Act”), and is acquiring financially able to hold the Securities as principal Shares for long term investment and to suffer a complete loss of its investment in the Shares. The Shares are being purchased by each Purchaser for its own account for investment purposes, and not with a view to any distribution thereof within the meaning of the Act. Each Purchaser has had the opportunity to ask questions of ATD, the Company and its subsidiaries and their officers and employees and to receive to its satisfaction such information about the business and financial condition of ATD, the Company and its subsidiaries as it considers necessary or appropriate for distributing or reselling such Securities deciding whether to purchase the Shares, and each Purchaser is fully capable of understanding and evaluating the risks associated with the ownership of the Shares. (c) Each Purchaser has conducted its own diligence investigation with respect to the merits and risks associated with its investment in the Company, as well as the Merger and related financings. Notwithstanding that representatives of the Investcorp Investors may have provided information to the Purchasers (including without limitation information concerning ATD, the Merger and related matters), neither Purchaser is relying on nor has relied on any representation by Investcorp, the Investcorp Investors or any part thereof in violation affiliate or representative of Investcorp with respect to any aspect of the Securities Act Merger, the financings or the business or prospects of ATD, the Company or its subsidiaries, other than the representations and warranties of the Company hereunder. (d) Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby will (i) violate any applicable state securities lawconstitution, has no present intention statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of distributing any government, governmental agency or court to which either Purchaser is subject, (ii) violate or conflict with any provision of the certificate of incorporation, bylaws or other constituent documents of either Purchaser or (iii) result in a breach of or constitute a default under, any material agreement, contract, lease, license, instrument, or other arrangement to which either Purchaser is a party or by which it is bound or to which any of such Securities in violation of its assets are subject. (e) Each Purchaser has the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding financial ability to pay the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell purchase price for the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the SecuritiesShares.

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

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

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

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, severally represents and warrants as of the date hereof and as of the Closing Date to the Company as followsthe following: (a) OrganizationSuch Purchaser is knowledgeable, sophisticated and experienced in business and financial matters and qualifies as an "accredited investor" as defined in Rule 501(a) of Regulation D. (b) Such Purchaser has been afforded access to information about the Company and the Guarantors and the financial condition, results of operations, business, property, management and prospects of the Company and the Guarantors sufficient to enable it to evaluate its investment in the Securities; Authoritysuch Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company and the Guarantors; such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. (c) Such Purchaser understands that its investment in the Securities involves a high degree of risk. Such Purchaser is an entity duly organized, validly existing and in good standing under able to bear the laws of the jurisdiction economic risk of its organization with full rightinvestment in the Securities for an indefinite period of time, corporate or partnership power and authority is presently able to enter into and to consummate afford the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part complete loss of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawinvestment. (bd) Own Account. Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal in the ordinary course of business solely for its own account and not as a nominee or agent for any other person and not with a view to or for distributing or reselling such Securities or any part distribution thereof in violation of that violates the Securities Act or the securities laws of any State of the United States or any applicable state securities lawjurisdiction; provided, has no present intention of distributing however, that by making the representations herein, such Purchaser does not agree to hold any of such Securities in violation of the Securities Act for any minimum or any applicable state securities law other specific term and has no arrangement or understanding with any other persons regarding reserves the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation dispose of the Securities Act at any time in accordance with or any applicable state securities law. Such Purchaser is acquiring pursuant to a registration statement or an exemption under the Securities hereunder in the ordinary course of its business. Such Act; such Purchaser does not presently have any intention, or any agreement or understanding, directly or indirectly, with any Person person, to distribute any of the Securities. (e) Such Purchaser was duly organized or formed and is a validly existing organization in good standing under the laws of its jurisdiction of organization, with power and authority to execute and deliver this Agreement and the Registration Rights Agreement and perform its obligations hereunder and thereunder; and this Agreement and the Registration Rights Agreement and the transactions contemplated hereby and thereby have been duly authorized by such Purchaser; assuming due authorization, execution and delivery by the Company, each of this Agreement and the Registration Rights Agreement constitutes a legally valid and binding agreement of such Purchaser, enforceable against the Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and to general principles of equity, including principles of materiality, commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) Such Purchaser is a resident of that jurisdiction specified in its address for notices set forth below the signature of the Purchaser where it appears on the signature page of this Agreement. (g) Such Purchaser is not acquiring the Securities with assets of any "employee benefit plan" (within the meaning of Section 3(3) of ERISA) that is subject to Title I of ERISA or Section 4975 of the Code. (h) Assuming the capitalization of the Company set forth in its most recent Exchange Act Document, such Purchaser, together with its "affiliates" (as defined in Rule 13d-3 promulgated under the Securities Act), is the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of not more than 4.9% of the outstanding shares of Common Stock immediately after the purchase of the Securities hereunder. (i) (i) Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act. (j) Such Purchaser has independently evaluated the merits of its decision to purchase the Securities pursuant to the Transaction Documents, and the Purchaser confirms that it has not relied on the advice of any other Purchaser's business and/or legal counsel in making such decision. (k) The Company has furnished or otherwise made available to the Purchaser the Current Reports filed by the Company with the SEC since the date of the Latest 10-Q, which Current Reports include disclosure, without limiting the generality of the foregoing, that (i) the Company has failed to timely file with the SEC its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004; (ii) the Company is currently conducting an investigation into its internal controls and procedures, which investigation is not complete and the Company cannot make any assurance regarding the outcome of such investigation; (iii) a verdict has been returned against the Company in a case pending in the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ of ▇▇▇▇▇▇ County, Texas in which the amount of judgment may be up to $30,000,000, the Company is pursuing settlement discussions regarding such case and intends to seek to have any judgment set aside and to appeal any final judgment against the Company and the Company cannot make any assurance that the Company's liability will be less than $30,000,000; and (iv) current conditions in the surety bonding industry are adversely affecting the Company's ability to obtain surety bonding consistent with historical terms. The Company acknowledges and agrees that the Purchasers have not made, and do not make, any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 4.

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, The Purchasers represents and warrants to the Sellers as of the date hereof and as of the Closing Date to except insofar as such representations and warranties are made as of the Company date hereof or any other specified date (in which case as of such date) as follows: (a) Organization; Authority. Such Each Purchaser is an entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization with full right, corporate or partnership and has all requisite power and authority to enter into own, lease, develop and operate its properties and to carry on its business as now being conducted. (b) Each Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by Transactions (subject, in the Transaction Documents and otherwise case of the obligation to carry out its obligations hereunder and thereunderconsummate the Transaction, to the entry of the Sale Order). The execution, delivery and performance by such each Purchaser of the transactions contemplated by this Agreement and the consummation of the Transaction have been duly and validly authorized by all necessary requisite corporate or similar action on the part of such each Purchaser, and no other corporate proceeding on the part of either Purchaser is necessary to authorize this Agreement and to consummate the Transaction. Each Transaction Document to which it is a party This Agreement has been duly and validly executed and delivered by such each Purchaser and (assuming the due authorization, execution and delivery by all parties hereto and thereto other than the Purchasers) constitutes (or will constitute) legal, valid and binding obligations of each Purchaser, and when delivered by such enforceable against each Purchaser in accordance with its terms (subject, in the terms hereofcase of the obligation to carry out the Transaction, to the entry of the Sale Order). (c) The execution, delivery and performance by each Purchaser of this Agreement does not, and the consummation by each Purchaser of the Transaction will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except not, (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws conflict with or result in the breach of general application affecting enforcement any provision of creditors' rights generallythe organizational documents of any Purchaser, (ii) as limited conflict with, violate or result in the breach by laws relating to the availability any Purchaser of specific performanceany applicable Law, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may require any Purchaser to make any filing with or give notice to, or obtain any Consent from, any Governmental Authority, other than the Sale Order and, if required, any clearance under the HSR Act or other competition or regulatory laws or filings with CFIUS, or (iv) conflict with, violate, result in the breach or termination of or the loss of a benefit under, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) or adverse modification of any terms or rights under, any contract to which any Purchaser is party; other than, in the case of the foregoing subclause (iv), any of the foregoing that would not reasonably be limited by applicable lawexpected to, individually or in the aggregate, materially impair any Purchaser’s ability to consummate the Transaction. (bd) Own Account. Such No Purchaser understands has incurred any Liability for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with the Transaction (a “Purchaser Broker Fee”) that the Securities are "restricted securities" would be payable by any A123 Entity. (e) Each Purchaser acknowledges and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for affirms that it has completed its own account independent investigation, analysis and not with a view to or for distributing or reselling such Securities or any part thereof in violation evaluation of the Securities Act or any applicable state securities lawPurchased Assets, that it has no present intention of distributing any of made all such Securities in violation reviews and inspections of the Securities Act Purchased Assets as it deems necessary and appropriate, and that in making its decision to enter into this Agreement and consummate the Transaction, it has relied on its own investigation, analysis, and evaluation with respect to all matters without reliance upon any express or any applicable state securities law implied representations or warranties except as expressly set forth in this Agreement. (f) Each Purchaser will have, at the Closing, the resources and has no arrangement capabilities (financial or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right otherwise) to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation perform its obligations hereunder, including payment of the Securities Act Purchase Price. Wanxiang has not incurred any obligation, commitment, restriction or liability of any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of kind that would materially impair Wanxiang’s ability to satisfy its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiespayment and funding obligations under this Agreement.

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

Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, hereby represents and warrants to the Company, and agrees with the Company, that as of the date hereof and as of the Closing Date to the Company as followshereof: (a) Organization; Authority. Such Purchaser is an entity a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with incorporation and has full rightright and power to execute and deliver this Agreement and all other agreements and instruments contemplated hereby to which such Purchaser is a party, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out perform its obligations hereunder and thereunder. The execution, delivery and performance by of this Agreement and all other agreements and instruments contemplated hereby to which such Purchaser of the transactions contemplated by this Agreement is a party have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own AccountNo consent, approval or authorization of any persons or entities is required in connection with such Purchaser's execution or delivery of this Agreement or consummation of the transactions contemplated hereby. (c) The Securities are being purchased for such Purchaser's own account, for investment purposes only, not for the account of any other person, and not with a view to distribution, assignment or resale to others or fractionalization, contrary to applicable securities laws. Such Purchaser understands further acknowledges that the Securities are "restricted securities" offering and have sale of the Preferred Stock has not been filed with or reviewed by the Securities and Exchange Commission because of the Company's representations that this is intended to be a nonpublic offering pursuant to Section 4(2) and Rule 506 of Regulation D of the Securities Act. (d) Such Purchaser agrees that it will not sell, transfer or otherwise dispose of any of the Securities unless they are registered under the Securities Act or any applicable state securities law and unless an exemption from such registration is acquiring available. To transfer the Securities as principal for its own account and Preferred Stock or the Underlying Common Stock if no registration statement is then available, a Purchaser may, at the request of the Company, submit to the Company an opinion of counsel reasonably satisfactory to the Company that the proposed sale, transfer or disposition does not with result in a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law"blue sky" laws (collectively, has no present intention the "Securities Laws"); provided, HOWEVER, that the Company will not require opinions of distributing any counsel for transactions made pursuant to Rule 144 as long as the Purchaser provides the Company with an appropriate broker's letter. (e) Such Purchaser represents that it is an "accredited investor" as such term is defined in Rule 501 of such Securities in violation of Regulation D promulgated under the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities Act. (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities lawsf) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring has evaluated the Securities hereunder in Memorandum including the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities"Risk Factors" contained therein.

Representations and Warranties of the Purchasers. Each Purchaser herebyPurchaser, for itself severally and for no other Purchasernot jointly, represents and warrants to the Borrower as of the date hereof and as of the Closing Agreement Date to the Company as followsthat: (a) Organization; Authority. Such Purchaser is an entity duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. formation. (b) Each Transaction Note Document to which it is a party has been duly authorized, executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute and constitutes the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) as limited by general equitable principles and applicable insolvency, bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting enforcement of creditors' ’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief applicable equitable principles (whether considered in a proceeding at law or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawin equity). (bc) Own Account. Such Purchaser understands that has full power and authority to purchase the Securities are "restricted securities" Notes and have not been registered to enter into and perform its other obligations under each of the Securities Act or any applicable state securities law Note Documents and is acquiring carry out the Securities as principal other transactions contemplated thereby. (d) Each of the Notes and Conversion Shares to be received by such Purchaser hereunder will be acquired for its such Purchaser’s own account account, and not with a view to the resale or for distributing or reselling such Securities or distribution of any part thereof in violation of the Securities Act Act, except pursuant to sales registered or any applicable state securities lawexempted under the Securities Act, and such Purchaser has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, or present intention of selling, granting any participation in, or otherwise distributing the Notes or Conversion Shares in violation of applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold the Securities for any period of time and such Purchaser reserves the right to dispose of the Securities at any time in accordance with any Person or pursuant to distribute any a registration statement or an exemption under the Securities Act. Notwithstanding anything herein to the contrary, the Purchasers may not sell, dispose of or transfer the Notes, except as provided in Section 6.5 and in accordance with the terms of the Notes. (e) Such Purchaser can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. (f) Such Purchaser understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Borrower in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. (g) Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Borrower is relying in part upon the truth and accuracy of, and such Purchasers’ compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities. (h) Such Purchaser did not learn of the investment in the Securities as a result of any general solicitation or general advertising. (i) Such Purchaser is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act.

Representations and Warranties of the Purchasers. (a) Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company that the Securities to be acquired by it hereunder (including the Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as follows: the case may be) are being acquired for its own account for investment and with no intention of distributing or reselling such Securities (aincluding the Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and or any part thereof or interest therein in good standing under any transaction which would be in violation of the securities laws of the jurisdiction United States of its organization with full rightAmerica or any State. Nothing in this Agreement, corporate however, shall prejudice or partnership power and authority otherwise limit a Purchaser's right to enter into and to consummate the transactions contemplated by the Transaction Documents and sell or otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser dispose of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the any part of such PurchaserShares or Warrant Shares under an effective registration statement under the Securities Act and in compliance with applicable state securities laws or under an exemption from such registration. Each Transaction Document By executing this Agreement, each Purchaser further represents that such Purchasers does not have any contract, undertaking, agreement or arrangement with any person to which it is a party has been duly executed by such Purchasersell, and when delivered by such Purchaser in accordance transfer or grant participation to any Person with respect to any of the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawSecurities. (b) Own Account. Such Each Purchaser understands that the Securities are "restricted securities" (including the Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be) have not been registered under the Securities Act and may not be offered, resold, pledged or any applicable state securities law and is acquiring otherwise transferred except (a) pursuant to an exemption from registration under the Securities Act (and, if requested by the Company, based upon an opinion of counsel acceptable to the Company) or pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States and other jurisdictions. Each Purchaser agrees to the imprinting, so long as principal for its own account appropriate, of the following legend on the Securities (including the Shares and not with a view the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be): THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ("TRANSFERRED") IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. IN THE ABSENCE OF SUCH REGISTRATION, SUCH SHARES MAY NOT BE TRANSFERRED UNLESS, IF THE COMPANY REQUESTS, THE COMPANY HAS RECEIVED A WRITTEN OPINION FROM COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS. The legend set forth above may be removed if and when the Shares or the Warrant Shares, as the case may be, are disposed of pursuant to or for distributing or reselling such Securities or any part thereof in violation of an effective registration statement under the Securities Act or any in the opinion of counsel to the Company experienced in the area of United States Federal securities laws such legends are no longer required under applicable state securities law, has no present intention of distributing any of such Securities in violation requirements of the Securities Act or any applicable state securities law Act. The Shares, the Warrants and has no arrangement or understanding with the Warrant Shares shall also bear any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement legends required by applicable Federal or otherwise in compliance with applicable federal and state securities laws) , which legends may be removed when in violation the opinion of counsel to the Company experienced in the applicable securities laws, the same are no longer required under the applicable requirements of such securities laws. The Company agrees that it will provide each Purchaser, upon request, with a substitute certificate, not bearing such legend at such time as such legend is no longer applicable. Each Purchaser agrees that, in connection with any transfer of the Shares or the Warrant Shares by it pursuant to an effective registration statement under the Securities Act, such Purchasers will comply with all prospectus delivery requirements of the Securities Act. The Company makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of the Shares, the Shares or the Warrant Shares. (c) Each Purchaser is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act. No Purchasers learned of the opportunity to purchase Shares or any applicable state securities law. Such other security issuable by the Company through any form of general advertising or public solicitation. (d) Each Purchaser represents and warrants to the Company that it has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, having been represented by counsel, and has so evaluated the merits and risks of such investment and is acquiring able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment. (e) Each Purchaser represents and warrants to the Company that (i) the purchase of the Securities hereunder to be purchased by it has been duly and properly authorized and this Agreement has been duly executed and delivered by it or on its behalf and constitutes the valid and legally binding obligation of the Purchasers, enforceable against the Purchasers in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; (ii) the ordinary course purchase of the Securities to be purchased by it does not conflict with or violate its charter, by-laws or any law, regulation or court order applicable to it; and (iii) the purchase of the Securities to be purchased by it does not impose any penalty or other onerous condition on the Purchasers under or pursuant to any applicable law or governmental regulation. (f) Each Purchaser represents and warrants to the Company that neither it nor any of its business. Such Purchaser does not have any agreement directors, officers, employees, agents, partners, members, or understandingcontrolling persons has taken, directly or indirectly, with any Person actions designed, or might reasonably be expected to distribute any cause or result in the stabilization or manipulation of the price of the Common Stock. (g) Each Purchaser acknowledges it or its representatives have reviewed the Disclosure Documents and further acknowledges that it or its representatives have been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and the Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the Securities; and (iii) the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy and completeness of the information contained in the Disclosure Documents. (h) Each Purchaser represents and warrants to the Company that it has based its investment decision solely upon the information contained in the Disclosure Documents and such other information as may have been provided to it or its representatives by the Company in response to their inquiries, and has not based its investment decision on any research or other report regarding the Company prepared by any third party ("THIRD PARTY Reports"). Each Purchaser understands and acknowledges that (i) the Company does not endorse any Third Party Reports and (ii) its actual results may differ materially from those projected in any Third Party Report. (i) Each Purchaser understands and acknowledges that (i) any forward-looking information included in the Disclosure Documents supplied to Purchasers by the Company or its management is subject to risks and uncertainties, including those risks and uncertainties set forth in the Disclosure Documents; and (ii) the Company's actual results may differ materially from those projected by the Company or its management in such forward-looking information. (j) Each Purchaser understands and acknowledges that (i) the Securities are offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption depends in part on, and that the Company and its counsel will rely upon, the accuracy and truthfulness of the foregoing representations and Purchasers hereby consents to such reliance. (k) Each Purchaser acknowledges that, in consideration of the financial accommodations provided by the Linsang Group pursuant to the Common Stock Purchase Agreement, that the Company shall sell, for $0.001 per share, to members of the Lingsang Group warrants, exercisable at $2.50 per share, to purchase two shares of Company Common Stock for every share of Common Stock sold by such member of the Linsang Group to the Purchasers pursuant to the Common Stock Purchase Agreement.