Common use of Representations of the Purchasers Clause in Contracts

Representations of the Purchasers. This Agreement is made with each Purchaser by the Company in reliance upon each Purchaser's representations to the Company, which by each Purchaser's acceptance hereof, each Purchaser confirms, that (a) Purchaser is acquiring the Note to be delivered for its own account and not for the beneficial interest of any other person, and not with a view to the distribution thereof, and that Purchaser will not distribute, sell or otherwise dispose of the Note or any of the shares of Common Stock of the Company issuable upon conversion of the Note except as permitted under the Securities Act of 1933, as amended (the "Act"), the General Rules and Regulations thereunder, and all applicable State "Blue Sky" laws; (b) Purchaser's financial circumstances are such as to permit Purchaser to make this investment without having a present intention or need to liquidate its investment; (c) Purchaser severally confirms further that it has been advised that neither the Note nor the Common Stock issuable upon the conversion thereof have been registered under the Act, and that, accordingly, such Note and shares of Common Stock will be what is commonly known as "restricted securities," and are not freely transferrable by Purchaser except pursuant to an exemption from registration under the Act, such as Rule 144, the substance of which has been explained to Purchaser or upon registration of the Common Stock under the Act; (d) Purchaser is an "accredited investor" as that term is defined in SEC Regulation D, (e) Purchaser has had the opportunity to discuss with Company management the Company and its products, prospects, results of operation and financial condition and to have access to any and all information regarding the Company that Purchaser deems necessary to its decision to purchase the Note, and (f) that the following legends shall be placed on the Note (and, until the Common Stock is registered under the Act, any Shares of Common Stock issuable upon conversion thereof): "THE SECURITIES REPRESENTED BY THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR THE SECURITIES ISSUED UPON CONVERSION HEREOF MAY BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH SAID ACT."

Representations of the Purchasers. This Agreement Each of the Purchasers severally represents and warrants to the Company as follows: (a) The Purchaser has received and carefully reviewed such information and documentation relating to the Company that the Purchaser has requested, including without limitation, the Company's filings with the United States Securities and Exchange Commission (the "Commission"). (b) The Purchaser has had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Company and the Offering, and all such questions, if any, have been answered to the full satisfaction of the Purchaser. (c) The Purchaser understands that the Company has determined that the exemption from the registration provisions of the Securities Act provided by Regulation D is applicable to the offer and sale of the Securities, based, in part, upon the representations, warranties and agreements made with each by the Purchaser herein. (d) Except as set forth herein, no representations or warranties have been made to the Purchaser by the Company or any agent, employee or affiliate of the Company and in entering into this transaction, the Purchaser is not relying upon any information other than the results of independent investigation by the Purchaser. (e) The Purchaser has full power and authority to execute and deliver this Agreement and to perform the obligations of the Purchaser hereunder and this Agreement is a legally binding obligation of the Purchaser in accordance with its terms. (f) Regulation D. (i) The Purchaser understands and acknowledges that: (A) the Securities acquired pursuant to this Agreement have not been registered under the Securities Act and are being sold in reliance upon each an exemption from registration afforded by Regulation D; and that such Securities have not been registered with any state securities commission or authority; (B) pursuant to the requirements of Regulation D, the Securities may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation D and/or pursuant to registration under the Securities Act, or pursuant to an available exemption thereunder; and (C) other than as set forth in Section 5.1 of this Agreement, the Company is under no obligation to register the Securities under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available. (ii) The Purchaser is an accredited investor within the meaning of Rule 501 of Regulation D, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investment shares representing an investment decision like that involved in the purchase of the Securities. (iii) The Purchaser is purchasing the Securities for his, her or its own account for investment only and has no intention of selling or distributing the Securities and no other person has any interest in or participation in the Securities or any right, option, security interest, pledge or other interest in or to the Securities. The Purchaser recognizes that an investment in the Securities involves a high degree of risk, including a risk of total loss of the Purchaser. The Purchaser understands, acknowledges and agrees that it must bear the economic risk of its investment in the Securities for an indefinite period of time and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities and the Purchaser understands, acknowledges and agrees that prior to any such offer or sale, the Company may require, subject to the fulfillment of the Company's representations obligations under Section 6 of this Agreement, as a condition to effecting a transfer of the Securities, an opinion of counsel, acceptable to the Company, which by each Purchaser's acceptance hereof, each Purchaser confirms, that (a) Purchaser is acquiring the Note to be delivered for its own account and not for the beneficial interest of any other person, and not with a view as to the distribution thereof, and that Purchaser will not distribute, sell registration or otherwise dispose of the Note or any of the shares of Common Stock of the Company issuable upon conversion of the Note except as permitted exemption therefrom under the Securities Act of 1933and any state securities acts, as amended if applicable. (the "Act"), the General Rules and Regulations thereunder, and all applicable State "Blue Sky" laws; (biv) Purchaser's financial circumstances are such as to permit The Purchaser to make this investment without having a present intention or need to liquidate its investment; (c) Purchaser severally confirms further that it has been advised that neither the Note nor the Common Stock issuable upon the conversion thereof have been registered under the Act, and that, accordingly, such Note and shares of Common Stock will be what is commonly known as "restricted securities," and are not freely transferrable by Purchaser except pursuant to an exemption from registration under the Act, such as Rule 144, the substance of which has been explained to Purchaser or upon registration of the Common Stock under the Act; (d) Purchaser is an "accredited investor" as that term is defined in SEC Regulation D, (e) Purchaser has had the opportunity to discuss with Company management the Company and its products, prospects, results of operation and financial condition and to have access to any and all information regarding the Company that Purchaser deems necessary to its decision to purchase the Note, and (f) acknowledges that the Securities will bear a legend in substantially the following legends shall be placed on the Note (and, until the Common Stock is registered under the Act, any Shares of Common Stock issuable upon conversion thereof): "form: THE SECURITIES REPRESENTED BY THIS NOTE CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR THE SECURITIES ISSUED UPON CONVERSION HEREOF MAY BE OFFERED FOR SALE OR SOLD TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH SAID ACTUNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR TNX TELEVISION HOLDINGS, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." (g) Neither the Purchaser, nor any affiliate of the Purchaser or any person acting on his, her or its behalf, has recently sold shares of unregistered Common Stock of the Company.

Representations of the Purchasers. This Agreement is made with each Purchaser by represents and warrants to the Company in reliance upon each Purchaser's representations to the Company, which by each Purchaser's acceptance hereof, each Purchaser confirms, that as follows: (a) Purchaser is acquiring the Note to be delivered for its own account and not for the beneficial interest of any other person, and not with a view to the distribution thereof, and that Purchaser will not distribute, sell or otherwise dispose of the Note or any of the shares of Common Stock of the Company issuable upon conversion of the Note except as permitted under the Securities Act of 1933, as amended (the "Act"), the General Rules and Regulations thereunder, and all applicable State "Blue Sky" laws; (b) Purchaser's financial circumstances are such as to permit Purchaser to make this investment without having a present intention or need to liquidate its investment; (c) Purchaser severally confirms further that it has been advised that neither the Note nor the Common Stock issuable upon the conversion thereof have been registered under the Act, and that, accordingly, such Note and shares of Common Stock will be what is commonly known as "restricted securities," and are not freely transferrable by Purchaser except pursuant to an exemption from registration under the Act, such as Rule 144, the substance of which has been explained to Purchaser or upon registration of the Common Stock under the Act; (d) Purchaser is an "accredited investor" within the meaning of Rule 501 under the Securities Act and was not organized for the specific purpose of acquiring the Purchased Securities. (b) Purchaser 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) Purchaser has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management. (d) This Agreement is made with the Purchaser in reliance upon the Purchaser's representation to the Company, which by the Purchaser's execution of this Agreement, the Purchaser hereby confirms, that term is defined the Purchased Securities being purchased by the Purchaser are being acquired for its own account, not as a nominee or agent, for the purpose of investment and not with a view to or for sale in SEC Regulation D, connection with any distribution thereof. (e) Purchaser has had understands that (i) the opportunity Purchased Securities have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to discuss with Company management Section 4(2) thereof or Rule 506 promulgated under the Company and its productsSecurities Act, prospects, results of operation and financial condition and to have access to any and all information regarding (ii) the Company that Purchaser deems necessary to its decision to purchase the Note, and (f) that the following legends shall Purchased Securities must be placed on the Note (and, until the Common Stock held indefinitely unless a subsequent disposition thereof is registered under the ActSecurities Act or is exempt from such registration, any Shares of Common Stock issuable upon conversion thereof): "and will bear the legend set forth below to this effect, and (iii) the Company will make a notation on its transfer books to the effect that the Purchased Securities shall bear the following legend: THE SECURITIES REPRESENTED BY THIS NOTE HEREBY HAVE NOT BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO SECTION 4(2) REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF SAID THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOFANY APPLICABLE STATE SECURITIES LAWS. (f) Purchaser has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. NEITHER THIS NOTE NOR THE SECURITIES ISSUED UPON CONVERSION HEREOF MAY BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH SAID ACTThe execution, delivery and performance by Purchaser of the Agreement has been duly and validly approved by the requisite governing body of the Purchaser." (g) Neither Purchaser nor any of its Affiliates (as such term is defined in Rule 144 of the Securities Act) has had a short position in the Common Stock of the Company during the five business days immediately preceding the Closing, and does not have a short position as of the date of the Closing.

Representations of the Purchasers. This Agreement Each Purchaser represents and warrants to the Company as follows: 2.1. Such Purchaser represents that such Purchaser is made not acquiring the Common Stock with each a view to, or for resale in connection with, any distribution of the Common Stock in violation of the Securities Act of 1933 (the "Securities Act"). Such Purchaser understands that the Common Stock has not been registered under the Securities Act or the securities laws of any state and that the Common Stock has been issued to such Purchaser by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of such Purchaser and upon the other representations made by such Purchaser in this Agreement. Such Purchaser understands that the Company is relying upon the representations and agreements made by such Purchaser in reliance upon each Purchaser's representations this Agreement. 2.2. Such Purchaser understands that such Purchaser may not sell or transfer the Common Stock purchased pursuant to this Agreement unless the Common Stock is registered pursuant to the requirements of the Securities Act and of any applicable state or "blue sky" securities laws or regulations, or, if required by the Company, such Purchaser furnishes an opinion of counsel, in form and substance satisfactory to the Company, which by each Purchaser's acceptance to the effect that registration is not then required under the Securities Act or under any applicable state or "blue sky" securities laws or regulations. Such Purchaser further understand that the Company has no obligation or present intention of so registering the Common Stock (other than its obligations under the Registration Rights Agreement, dated as of the date hereof, each Purchaser confirms, that (a) Purchaser is acquiring by and among the Note to be delivered for its own account Company and not for the beneficial interest of any other person, and not with a view to the distribution thereofparties thereto), and that there is no assurance that any exemption from registration under the Securities Act will be available or, if available, that such exemption will allow such Purchaser will not distribute, sell to dispose of or otherwise dispose of the Note transfer any or any all of the shares of Common Stock in the amounts or at the times that such Purchaser may propose. 2.3. Such Purchaser (i) has such knowledge, sophistication and experience in business and financial matters that such Purchaser is capable of evaluating the merits and risks of the Company issuable upon conversion exchange referred to in Section 1.1 hereof, (ii) fully understands the nature, scope and duration of the Note except limitations applicable to the Common Stock, (iii) is able to bear the economic risk of the exchange referred to in Section 1.1 hereof, and (iv) is an "Accredited Investor" as permitted defined in Regulation D under the Securities Act of 1933, as amended (the "Act"), the General Rules and Regulations thereunder, and all applicable State "Blue Sky" laws; (b) Purchaser's financial circumstances are such as to permit Purchaser to make this investment without having a present intention or need to liquidate its investment; (c) Purchaser severally confirms further that it has been advised that neither the Note nor the Common Stock issuable upon the conversion thereof have been registered under the Act, and that, accordingly, such Note and shares of Common Stock will be what is commonly known as "restricted securities," and are not freely transferrable by Purchaser except pursuant to an exemption from registration under the Act, such as Rule 144, the substance of which has been explained to Purchaser or upon registration of the Common Stock under the Act; (d) Purchaser is an "accredited investor" as that term is defined in SEC Regulation D, (e) Purchaser has had the opportunity to discuss with Company management the Company and its products, prospects, results of operation and financial condition and to have access to any and all information regarding the Company that Purchaser deems necessary to its decision to purchase the Note, and (f) that the following legends shall be placed on the Note (and, until the Common Stock is registered under the Act, any Shares of Common Stock issuable upon conversion thereof): "THE SECURITIES REPRESENTED BY THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR THE SECURITIES ISSUED UPON CONVERSION HEREOF MAY BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH SAID ACT."

Representations of the Purchasers. This Agreement Each Purchaser represents and warrants to the Company as follows: 2.1. Such Purchaser represents that such Purchaser is made not acquiring the Common Stock with each a view to, or for resale in connection with, any distribution of the Common Stock in violation of the Securities Act of 1933 (the "Securities Act"). Such Purchaser understands that the Common Stock has not been registered under the Securities Act or the securities laws of any state and that the Common Stock has been issued to such Purchaser by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of such Purchaser and upon the other representations made by such Purchaser in this Agreement. Such Purchaser understands that the Company is relying upon the representations and agreements made by such Purchaser in reliance upon each Purchaser's representations this Agreement. 2.2. Such Purchaser understands that such Purchaser may not sell or transfer the Common Stock purchased pursuant to this Agreement unless the Common Stock is registered pursuant to the requirements of the Securities Act and of any applicable state or "blue sky" securities laws or regulations, or, if required by the Company, such Purchaser furnishes an opinion of counsel, in form and substance satisfactory to the Company, which by each Purchaser's acceptance hereof, each Purchaser confirms, that (a) Purchaser is acquiring the Note to be delivered for its own account and not for the beneficial interest of any other person, and not with a view to the distribution thereofeffect that registration is not then required under the Securities Act or under any applicable state or "blue sky" securities laws -2- 3 or regulations. Such Purchaser further understand that the Company has no obligation or present intention of so registering the Common Stock, and that there is no assurance that any exemption from registration under the Securities Act will be available or, if available, that such exemption will allow such Purchaser will not distribute, sell to dispose of or otherwise dispose of the Note transfer any or any all of the shares of Common Stock in the amounts or at the times that such Purchaser may propose. 2.3. Such Purchaser (i) has such knowledge, sophistication and experience in business and financial matters that such Purchaser is capable of evaluating the merits and risks of the Company issuable upon conversion exchange referred to in Section 1.1 hereof, (ii) fully understands the nature, scope and duration of the Note except limitations applicable to the Common Stock, (iii) is able to bear the economic risk of the exchange referred to in Section 1.1 hereof, and (iv) is an "Accredited Investor" as permitted defined in Regulation D under the Securities Act of 1933, as amended (the "Act"), the General Rules and Regulations thereunder, and all applicable State "Blue Sky" laws; (b) Purchaser's financial circumstances are such as to permit Purchaser to make this investment without having a present intention or need to liquidate its investment; (c) Purchaser severally confirms further that it has been advised that neither the Note nor the Common Stock issuable upon the conversion thereof have been registered under the Act, and that, accordingly, such Note and shares of Common Stock will be what is commonly known as "restricted securities," and are not freely transferrable by Purchaser except pursuant to an exemption from registration under the Act, such as Rule 144, the substance of which has been explained to Purchaser or upon registration of the Common Stock under the Act; (d) Purchaser is an "accredited investor" as that term is defined in SEC Regulation D, (e) Purchaser has had the opportunity to discuss with Company management the Company and its products, prospects, results of operation and financial condition and to have access to any and all information regarding the Company that Purchaser deems necessary to its decision to purchase the Note, and (f) that the following legends shall be placed on the Note (and, until the Common Stock is registered under the Act, any Shares of Common Stock issuable upon conversion thereof): "THE SECURITIES REPRESENTED BY THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR THE SECURITIES ISSUED UPON CONVERSION HEREOF MAY BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH SAID ACT."

Representations of the Purchasers. This Agreement is made with each Purchaser by the Company in reliance upon each Purchaser's representations to the Company, which by each Purchaser's acceptance hereof, each Purchaser confirms, that (a) Purchaser is acquiring the Note to be delivered for its own account and not for the beneficial interest of any other person, and not with a view to the distribution thereof, and that Purchaser will not distribute, sell or otherwise dispose of the Note or any of the shares of Common Stock of the Company issuable upon conversion of the Note except as permitted under the Securities Act of 1933, as amended (the "Act"), the General Rules and Regulations thereunder, and all applicable State "Blue Sky" laws; (b) Purchaser's financial circumstances are such as to permit Purchaser to make this investment without having a present intention or need to liquidate its investment; (c) Purchaser severally confirms further that it has been advised that neither the Note nor the Common Stock issuable upon the conversion thereof have been registered under the Act, and that, accordingly, such Note and shares of Common Stock will be what is commonly known as "restricted securities," and are not freely transferrable by Purchaser except pursuant to an exemption from registration under the Act, such as Rule 144, the substance of which has been explained to Purchaser or upon registration of the Common Stock under the Act; (d) Purchaser is an "accredited investor" as that term is defined in SEC Regulation D, (e) Purchaser has had the opportunity to discuss with Company management the Company and its products, prospects, results of operation and financial condition and to have access to any and all information regarding the Company that Purchaser deems necessary to its decision to purchase the Note, and (f) that the following legends shall be placed on the Note (and, until the Common Stock is registered under the Act, any Shares of Common Stock issuable upon conversion thereof): "THE SECURITIES REPRESENTED BY THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR THE SECURITIES ISSUED UPON CONVERSION HEREOF MAY BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH SAID ACT."IN

Representations of the Purchasers. This As an inducement to, and as part of the Company's consideration for the sale of the Notes pursuant to this Agreement, each of you represents, respectively, and in entering into this Agreement is made with each Purchaser by the Company in reliance upon each Purchaser's representations to the Company, which by each Purchaser's acceptance hereof, each Purchaser confirmsunderstands, that (ai) Purchaser is you are an Institutional Holder, (ii) you are acquiring Notes for the Note to be delivered purpose of investment and for its your own account and not for the beneficial interest of any other person, and not with a view to the distribution thereof; provided that the disposition of your property shall at all times be and remain within your control, and subject, however, to compliance with Federal securities laws. You acknowledge that Purchaser will the Notes have not distribute, sell or otherwise dispose of the Note or any of the shares of Common Stock of the Company issuable upon conversion of the Note except as permitted been registered under the Securities Act or the laws of 1933, as amended (any state and you understand that the "Act"), Notes must be held indefinitely unless they are subsequently registered under the General Rules and Regulations thereunder, and all applicable State "Blue Sky" laws; (b) Purchaser's financial circumstances are Securities Act or an exemption from such as to permit Purchaser to make this investment without having a present intention or need to liquidate its investment; (c) Purchaser severally confirms further that it has registration is available. You have been advised that neither the Note nor Company does not contemplate registering, and is not legally required to register, the Common Stock issuable upon the conversion thereof have been registered Notes under the ActSecurities Act Each of you further represents that either: (i) no part of the funds to be used by you to purchase the Notes will constitute assets allocated to any separate account maintained by you; or (ii) no part of the funds to be used by you to purchase the Notes will constitute assets allocated to any separate account maintained by you such that the application of such funds will constitute a prohibited transaction under Section 406 of ERISA; or (iii) all or a part of such funds will constitute assets of one or more separate accounts maintained by you, and thatyou have disclosed to the Company the names of such employee benefit plans whose assets in such separate account or accounts exceed 10% of the total assets or are expected to exceed 10% of the total assets of such account or accounts as of the date of such purchase and the Company has advised you in writing that the Company is not a party-in-interest nor are the Notes employer securities with respect to the particular employee benefit plans disclosed to the Company by you as aforesaid (for the purpose of this clause (iii), accordinglyall employee benefit plans maintained by the same employer or employee organization are deemed to be a single plan). As used herein, such Note and shares of Common Stock will be what is commonly known as the terms "restricted separate account," party-in-interest," "employer securities," and are not freely transferrable by Purchaser except pursuant "employee benefit plan" have the meanings assigned to an exemption from registration under the Act, such as Rule 144, the substance of which has been explained to Purchaser or upon registration of the Common Stock under the Act; (d) Purchaser is an "accredited investor" as that term is defined them in SEC Regulation D, (e) Purchaser has had the opportunity to discuss with Company management the Company and its products, prospects, results of operation and financial condition and to have access to any and all information regarding the Company that Purchaser deems necessary to its decision to purchase the Note, and (f) that the following legends shall be placed on the Note (and, until the Common Stock is registered under the Act, any Shares of Common Stock issuable upon conversion thereof): "THE SECURITIES REPRESENTED BY THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR THE SECURITIES ISSUED UPON CONVERSION HEREOF MAY BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH SAID ACTERISA."

Representations of the Purchasers. This Agreement is made with each Purchaser by Each of the Purchasers severally and not jointly represents and warrants to the Company in reliance upon each as follows: 4.1 The Shares to be acquired by such Purchaser pursuant to this Agreement, and the shares of Common Stock into which the Preferred Shares may be converted (collectively, the "Securities"), are being acquired for the Purchaser's representations to the Companyown account, which by each Purchaser's acceptance hereof, each Purchaser confirms, that (a) Purchaser is acquiring the Note to be delivered for its own account and not for the beneficial interest of any other person, investment and not with a view to to, or for resale in connection with, any distribution or public offering thereof within the distribution thereof, and that Purchaser will not distribute, sell or otherwise dispose meaning of the Note Securities Act or any California law in contravention of applicable law. 4.2 The Purchaser understands that the shares of Common Stock of the Company issuable upon conversion of the Note except as permitted Securities have not been registered under the Securities Act by reason of 1933their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, that, except as amended (set forth in the "Act")Rights Agreement, the General Rules and Regulations thereunder, and all applicable State "Blue Sky" laws; (b) Purchaser's financial circumstances are such as to permit Purchaser to make this investment without having a Company has no present intention or need to liquidate its investment; (c) of registering the Securities, that the Securities must be held by the Purchaser severally confirms further that it has been advised that neither the Note nor the Common Stock issuable upon the conversion indefinitely, unless a subsequent disposition thereof have been is registered under the ActSecurities Act or is exempt from registration. The Purchaser further understands that the Securities have not been qualified under California law by reason of their issuance in a transaction exempt from the qualification requirements of California law, which exemption depends upon, among other things, the bona fide nature of the Purchaser's investment intent expressed above. 4.3 During the negotiation of the transactions contemplated herein, the Purchaser and its respective representatives and legal counsel have been granted the opportunity to review and inspect the Company's corporate books, financial statements, records, contracts, documents, offices and facilities, have been afforded an opportunity to ask such questions of the Company's officers, employees, agents, accountants and representatives concerning the Company's business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and thathave been given all such information as has been requested, accordinglyin order to evaluate the merits and risks of the prospective investments contemplated herein. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 3 of this Agreement or the right of the Purchaser to rely thereon. 4.4 The Purchaser and its respective representatives have been solely responsible for its own "due diligence" investigation of the Company and its management and business, for its own analysis of the merits and risks of this investment and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Purchaser has acted solely in its own interest, and neither the Purchaser nor any of its respective agents or employees has acted as an agent of the Company. The Purchaser has such Note knowledge and shares experience in financial and business matters that the Purchaser is capable of Common Stock will be what is commonly known as "restricted securities," evaluating the merits and are not freely transferrable by Purchaser except risks of the acquisition of the Securities pursuant to an exemption from registration under the Act, such as Rule 144, the substance terms of which has been explained to Purchaser or upon registration this Agreement and of the Common Stock under the Act; (d) protecting its respective interest in connection therewith. 4.5 The Purchaser is an "accredited investorAccredited Investor" as that term is defined in SEC Rule 501 of Regulation DD promulgated under the Securities Act. The Purchaser is able to bear the economic risk of the purchase of the Securities pursuant to the terms of this Agreement, (e) including a complete loss of its investment in the Securities. 4.6 The Purchaser has had the opportunity full right, power and authority to discuss enter into and perform the Purchaser's obligations under this Agreement, and this Agreement constitutes the valid and binding obligation of the Purchaser enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights and rules or laws concerning equitable remedies. 4.7 No consent, approval or authorization of, or designation, declaration or filing with, any governmental authority on the part of the Purchaser is required in connection with the valid execution, delivery and performance by the Purchaser of this Agreement. 4.8 The Purchaser understands that no public market now exists for any of the securities issued by the Company management and that the Company has made no assurances that a public market will ever exist for the Company's securities. 4.9 The Purchaser has not relied on any statements or representations of the Company or any of its agents (other than the representations and warranties set forth herein) with respect to the federal, state, local and foreign tax consequences of this investment and the federal, state, local and foreign tax consequences of transactions contemplated by the Agreements. With respect to such matters, the Purchaser understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. 4.10 The Purchaser acknowledges that it is not relying upon any person or entity (including, without limitation, any other Purchaser) other than the Purchaser's business advisors, the Company and its products, prospects, results of operation officers and financial condition and to have access to any and all information regarding the Company that Purchaser deems necessary to directors in making its investment or decision to purchase invest in the Note, and (f) that the following legends shall be placed on the Note (and, until the Common Stock is registered under the Act, any Shares of Common Stock issuable upon conversion thereof): "THE SECURITIES REPRESENTED BY THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR THE SECURITIES ISSUED UPON CONVERSION HEREOF MAY BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH SAID ACTCompany."

Representations of the Purchasers. This Agreement is made with each Each Purchaser by the Company in reliance upon each Purchaser's representations to the Companyseverally represents, which by each Purchaser's acceptance hereof, each Purchaser confirms, that warrants and agrees for itself only that: (a) Such Purchaser is acquiring its Notes for the Note to be delivered purpose of investment for its the Purchaser's own account and not for the beneficial interest of any other person, and not with a view to the resale or distribution thereof, and that such Purchaser will not distributehas no present intention of selling, sell negotiating or otherwise dispose disposing of its Notes except in accordance with applicable securities laws. (b) No part of the Note funds to be used by such Purchaser to purchase the Notes constitutes assets allocated to any "separate account" maintained by it. As used in this Section 3.2(b), the term "separate account" shall have the meaning assigned to it in ERISA. (c) Such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with all requisite power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. (d) No approval, consent or withholding of objection on the part of any regulatory body, state, federal or local, or any other third party is necessary in connection with the execution by such Purchaser of the Agreement or its acceptance of its Notes or compliance by such Purchaser with any of the shares of Common Stock provisions of the Agreement or the Notes, unless such consent or approval has already been obtained. (e) The execution, delivery and performance by such Purchaser of this Agreement and all other instruments and documents to be executed and delivered by such Purchaser in connection herewith are not (and will not be or result) in material conflict with or in material contravention or material violation of any law (including common law), rule or regulation by which such Purchaser is bound or to which it is subject or any material agreement to which it is a party. (f) The Company issuable upon conversion of has advised the Note except as permitted Purchaser that the Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws by reason of a specific exemption from the General Rules registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and Regulations thereunderthe accuracy of the Purchaser's representations as expressed herein, and all the Notes may not be sold, transferred or otherwise disposed of by such Purchaser without such registration or an exemption therefrom. The Purchaser understands that the Securities are "restricted securities" under applicable State "Blue Sky" laws; (b) Purchaser's financial circumstances are such as to permit Purchaser to make this investment without having a present intention or need to liquidate its investment; (c) Purchaser severally confirms further that it has been advised that neither the Note nor the Common Stock issuable upon the conversion thereof have been registered under the Act, U.S. federal and state securities laws and that, accordingly, such Note and shares of Common Stock will be what is commonly known as "restricted securities," and are not freely transferrable by Purchaser except pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration under and qualification requirements is available. Such Purchaser is either an accredited investor within the Act, such as meaning of Rule 144, the substance of which has been explained to Purchaser or upon registration 501 of the Common Stock under Securities Act or a qualified institutional buyer within the meaning of Rule 144A of the Securities Act; . (di) The Purchaser is an "accredited investor" as that term is defined in SEC Regulation D, (e) Purchaser has had aware of the opportunity to discuss with Company management the Company and its products, prospects, results of operation Company's business affairs and financial condition only to the extent disclosed in writing to the Purchaser by the Company. Nothing in this Section 3.2(g) shall limit the rights of any Purchaser or its assignees or successors in interest to rely on the representations, warranties and to have access to any and all information regarding covenants of the Company without investigation. (ii) The Purchaser understands that Purchaser deems necessary to its decision to purchase no public market now exists for any of the Notesecurities issued by the Company, and (f) that the following Company has made no assurances that a public market will ever exist for the Notes. (iii) The Purchaser understands that the Notes, Warrants and Preferred Shares, and any securities issued in respect thereof or exchange therefor, may bear the legends shown on the forms attached hereto as exhibits. The parties agree that such legend(s) shall be placed on removed at such time as, in the Note (andreasonable judgment of counsel for the Company, until or as in the Common Stock is registered under reasonable opinion delivered to the ActCompany of counsel to such Purchaser or holder, any Shares of Common Stock issuable upon conversion thereof): "THE SECURITIES REPRESENTED BY THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR THE SECURITIES ISSUED UPON CONVERSION HEREOF MAY BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH SAID ACTthey are no longer required by law."

Representations of the Purchasers. This Agreement is made with each Each Purchaser by hereby represents and warrants to the Company in reliance upon each Purchaser's representations to the Company, which by each Purchaser's acceptance hereof, each Purchaser confirms, that as follows: (a) Purchaser is acquiring the Note to be delivered Shares for its Purchaser's own account and account, not as nominee or agent, for the beneficial interest of any other person, investment and not with a view to to, or for resale in connection with, any distribution or public offering thereof within the distribution thereof, and that Purchaser will not distribute, sell or otherwise dispose meaning of the Note or any of the shares of Common Stock of the Company issuable upon conversion of the Note except as permitted under the Securities Act of 1933, as amended (the "Securities Act"), the General Rules and Regulations thereunder, and all applicable State "Blue Sky" laws; . (b) Purchaser's financial circumstances are such as to permit Purchaser to make this investment without having a present intention or need to liquidate its investment; understands that (ci) Purchaser severally confirms further that it has been advised that neither the Note nor the Common Stock issuable upon the conversion thereof Shares have not been registered under the ActSecurities Act by reason of a specific exemption therefrom, that they must be held by Purchaser indefinitely, and that, accordingly, such Note and shares of Common Stock will be what is commonly known as "restricted securities," and are not freely transferrable by Purchaser except pursuant to an exemption from registration under the Act, such as Rule 144, the substance of which has been explained to Purchaser or upon registration of the Common Stock under the Act; (d) Purchaser is an "accredited investor" as that term is defined in SEC Regulation D, (e) Purchaser has had the opportunity to discuss with Company management the Company and its products, prospects, results of operation and financial condition and to have access to any and all information regarding the Company that Purchaser deems necessary to its decision to purchase must, therefore, bear the Noteeconomic risk of such investment indefinitely, and (f) that the following legends shall be placed on the Note (and, until the Common Stock unless a subsequent disposition thereof is registered under the Act, any Securities Act or is exempt from such registration; (ii) each certificate representing the Shares of Common Stock issuable upon conversion thereof): will be endorsed with the following legend: "THE THESE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SECTION 4(2) OF THE SECURITIES UNDER SAID ACT AND OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT WITH REQUIRED." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VIEW TO RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE COMPANY AND/OR ITS ASSIGNEE(S) AS PROVIDED IN CONNECTION WITH THE DISTRIBUTION THEREOFBYLAWS OF THE COMPANY." and (iii) the Company will instruct any transfer agent not to register the transfer of any of the Shares unless the conditions specified in the foregoing legend are satisfied. (c) Purchaser has been furnished with all the information necessary to make an informed investment decision. NEITHER THIS NOTE NOR THE SECURITIES ISSUED UPON CONVERSION HEREOF MAY BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH SAID ACTPurchaser has been given access to such information relating to the Company as Purchaser has requested." (d) By reason of Purchaser's business or financial experience, Purchaser has the capacity to make the decision referred to in subsection (c) above. (e) Purchaser is an accredited investor within the meaning of Regulation D under the Securities Act. (f) Purchaser is aware that the Shares may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until Purchaser has held the Shares for the applicable holding period. Among the conditions for use of Rule 144 is the availability of specified current public information about the Company. Purchaser recognizes that the Company presently has no plans to make such information available to the public. Each Purchaser further agrees not to make any disposition of any of the Shares in any event unless and until: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (A) Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (B) Purchaser shall have given the Company an opinion of counsel, which opinion and counsel shall be satisfactory to the Company, to the effect that such disposition will not require registration of the Shares under the Securities Act.

Representations of the Purchasers. This Agreement is made with each Each Purchaser by the Company in reliance upon each Purchaser's representations represents and warrants to the Company, which by each Purchaser's acceptance hereof, each Purchaser confirms, that Issuer that: (a) such Purchaser is acquiring an “accredited investor” within the Note meaning of Rule 501(a) of Regulation D under the Securities Act and the Notes and the Warrants to be delivered acquired by it pursuant to this Agreement are being acquired for its own account and not with a view to any distribution thereof or with any present intention of offering or selling any of the Notes and the Warrants in a transaction that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction; (b) such Purchaser is an “accredited investor” within the meaning of National Instrument 45-106 – Prospectus and Registration Exemptions of the Canadian Securities Administrators, is purchasing the Notes and Warrants as principal for its own account and not for the beneficial interest benefit of any other person, and, if relying on subparagraph (m) of that definition, was not created and is not with a view being used solely to acquire the distribution thereof, Notes and Warrants as an “accredited investor”; (c) such Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Notes and the Warrants and such Purchaser is capable of bearing the economic risks of such investment and acknowledges that Purchaser will not distribute, sell or otherwise dispose the Notes and the Warrants as of the Note or any of the shares of Common Stock of the Company issuable upon conversion of the Note except as permitted date hereof, have not been registered under the Securities Act or the securities laws of 1933any state or other jurisdiction; (d) such Purchaser acknowledges that the Issuer and, as amended (for purposes of the "Act")opinions to be delivered to the Purchasers pursuant hereto, counsel to the General Rules Issuer and Regulations thereunder, and all applicable State "Blue Sky" laws; (b) Purchaser's financial circumstances are such as to permit Purchaser to make this investment without having a present intention or need to liquidate its investment; (c) Purchaser severally confirms further that it has been advised that neither the Note nor the Common Stock issuable Subsidiaries will rely upon the conversion thereof accuracy and truth of the foregoing representations and in this Article VIA and hereby consents to such reliance; (e) such Purchaser acknowledges that the Notes have not been registered under the Act, Securities Act and that, accordingly, such Note and shares may be resold only if registered pursuant to the provisions of Common Stock will be what is commonly known as "restricted securities," and are not freely transferrable by Purchaser except the Securities Act or sold pursuant to an exemption from registration under the Act, such as Rule 144, the substance of which has been explained to Purchaser or upon registration of the Common Stock under the Act; (d) Purchaser is an "accredited investor" as that term is defined in SEC Regulation D, (e) Purchaser has had the opportunity to discuss with Company management the Company and its products, prospects, results of operation and financial condition and to have access to any and all information regarding the Company that Purchaser deems necessary to its decision to purchase the Note, and therefrom; (f) such Purchaser acknowledges that there may be no resale market for the Notes and therefore such Purchaser may be required to hold the Notes for an unspecified period of time; (g) such Purchaser acknowledges that the following legends shall be placed on the Note (Issuer and, until for purposes of the Common Stock opinions to be delivered to the Purchasers pursuant hereto, counsel to the Issuer and its Subsidiaries will rely upon the accuracy and truth of the foregoing representations and in this Article VIA and hereby consents to such reliance; and (h) as of the Closing Date, Athyrium Opportunities II Acquisition LP is registered under a resident of the ActUnited States and the address and telephone number of such Purchaser is set forth on Schedule 11.02 hereto. Each Purchaser covenants that upon acquiring a Note it will cause to be set forth on Schedule 11.02 hereto its jurisdiction of organization, address and telephone number (and the parties agree to amend Schedule I and Schedule 11.02 accordingly from time to time to reflect any Shares of Common Stock issuable upon conversion thereof): "THE SECURITIES REPRESENTED BY THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR THE SECURITIES ISSUED UPON CONVERSION HEREOF MAY BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH SAID ACTadditional Purchasers)."

Representations of the Purchasers. This Agreement is made Each Purchaser hereby represents and warrants with each Purchaser by respect to such Purchaser, the Company in reliance upon each Purchaser's representations to the Company, which by each Purchaser's acceptance hereof, each Purchaser confirms, that following: (a) The Purchaser is an entity validly existing and in good standing under the laws of its state of formation. (b) This Agreement has been duly authorized, executed, and delivered by the Purchaser and is a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and by general equitable principles (regardless of whether enforcement is sought in equity or at law), including, without limitation, principles regarding good faith and fair dealing and rules of law governing the availability of equitable remedies. (c) The Purchaser is acquiring the Note to be delivered Shares for its own account and not for the beneficial interest of any other person, investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. (d) The Purchaser understands that the Shares are "restricted" and have not been registered under the Securities Act or any blue sky or other state securities law or regulation (hereinafter collectively referred to as "blue sky laws") in reliance, in part, upon the distribution thereofrepresentations, warranties, and covenants of the Purchaser contained herein. The Purchaser also understands that Purchaser will it cannot distributeoffer for sale, sell or otherwise dispose transfer the Shares unless such offer, sale, or transfer of the Note Shares has been registered under the Securities Act and under any applicable blue sky laws or unless an exemption from such registration is available with respect to any such proposed offer, sale, or transfer. The Purchaser further understands that Webstakes is not under any obligation to register the Shares in the future (other than as provided in the Transaction Documents). The Purchaser understands that a restrictive legend may be placed on certificates representing any or all of the Shares and that transfer of any or all of the Shares may be refused by Webstakes or its transfer agent, if any, unless the Shares for which transfer is sought are registered under the Securities Act and all other applicable federal securities or blue sky laws and all rules and regulations under the Securities Act and such laws are satisfied or unless the Purchaser provides information satisfactory to Webstakes that such registration is not required. (e) The Purchaser understands that a significant portion of the proceeds received by the Company from the sale of the Shares hereunder will be used to repurchase shares of Common Stock of the Company issuable upon conversion of the Note except as permitted under the Securities Act of 1933, as amended (the "Act"), the General Rules and Regulations thereunder, and all applicable State "Blue Sky" laws; (b) Purchaser's financial circumstances are such as to permit Purchaser to make this investment without having a present intention or need to liquidate its investment; (c) Purchaser severally confirms further that it has been advised that neither the Note nor the Common Stock issuable upon the conversion thereof have been registered under the Act, and that, accordingly, such Note and shares of Common Class A Preferred Stock will be what is commonly known as "restricted securities," from another shareholder and are not freely transferrable by Purchaser except pursuant hereby consents to an exemption from registration under the Act, such as Rule 144, the substance use of which has been explained to Purchaser or upon registration of the Common Stock under the Act; proceeds. (df) The Purchaser is an "accredited investor" as that such term is defined in SEC Regulation D, (e) Purchaser has had the opportunity to discuss with Company management the Company and its products, prospects, results of operation and financial condition and to have access to any and all information regarding the Company that Purchaser deems necessary to its decision to purchase the Note, and (f) that the following legends shall be placed on the Note (and, until the Common Stock is registered Rule 501 promulgated under the Securities Act, any Shares of Common Stock issuable upon conversion thereof): "THE SECURITIES REPRESENTED BY THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR THE SECURITIES ISSUED UPON CONVERSION HEREOF MAY BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH SAID ACT."

Representations of the Purchasers. This Agreement is made with each Each Purchaser by represents and warrants to the Company in reliance upon each Purchaser's representations to the Company, which by each Purchaser's acceptance hereof, each Purchaser confirms, that as follows: (a) Each Purchaser is acquiring acknowledges and agrees that the Note to be delivered for its own account certificates representing the Shares and not for the beneficial interest of any other person, and not with Warrant Shares shall bear a view to legend in substantially the distribution thereof, and that Purchaser will not distribute, sell or otherwise dispose of the Note or any of the shares of Common Stock of the Company issuable upon conversion of the Note except as permitted under the Securities Act of 1933, as amended form appearing below (the "Act"), the General Rules and Regulations thereunder, and all applicable State "Blue Sky" laws; (b) Purchaser's financial circumstances are such as to permit Purchaser to make this investment without having a present intention or need to liquidate its investment; (c) Purchaser severally confirms further that it has been advised that neither the Note nor the Common Stock issuable upon the conversion thereof have been unless subsequently registered under the Act, and that, accordingly, such Note and shares of Common Stock will be what is commonly known as "restricted securities," and are not freely transferrable by Purchaser except pursuant to an exemption from registration under the Act, such as Rule 144, the substance of which has been explained to Purchaser or upon registration of the Common Stock under the Act; (d) Purchaser is an "accredited investor" as that term is defined in SEC Regulation D, (e) Purchaser has had the opportunity to discuss with Company management the Company and its products, prospects, results of operation and financial condition and to have access to any and all information regarding the Company that Purchaser deems necessary to its decision to purchase the Note, and (f) that the following legends shall be placed on the Note (and, until the Common Stock is registered under the Act, any Shares of Common Stock issuable upon conversion thereof): "THE SECURITIES REPRESENTED BY THIS NOTE HAVE COMMON STOCK EVIDENCED HEREBY HAS NOT BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR REGISTRATION STATEMENT UNDER THE SECURITIES ISSUED ACT THAT HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON CONVERSION HEREOF MAY BE OFFERED FOR SALE THE COMPANY FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE CORPORATION, OR SOLD OTHER COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH SAID ACTSIMILAR SECURITIES LAWS."" Each Purchaser also acknowledges that the Company may place a stop transfer order against transfer of any of the Shares or Warrant Shares, if necessary in the Company's reasonable judgment, in order to assure compliance by the Purchaser with the terms of the Purchase Agreement and this Agreement. (b) The individual executing this Agreement has appropriate authority to act on behalf of such Purchaser. This Agreement has been duly executed and delivered by or on behalf of such Purchaser and constitutes the valid and binding agreement of such Purchaser, enforceable against such Purchaser in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Representations of the Purchasers. Each Purchaser severally and not jointly hereby represents and warrants to the Company and the Placement Agent as follows: (a) Such Purchaser is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (b) Such Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party. The execution and delivery by such Purchaser of this Agreement and the other Transaction Documents to which such Purchaser is or will be a party have been duly authorized by such Purchaser and no further consent or authorization is required of such Purchaser in connection therewith. This Agreement has been, and each of the other Transaction Documents to which such Purchaser will be a party, upon the Closing Date will be, duly executed and delivered by such Purchaser. This Agreement constitutes, and each of the other Transaction Documents to which such Purchaser is made or will be a party, upon the Closing Date will constitute, a valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with each its respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and subject to equitable principles of general application. (c) Such Purchaser by understands that the Shares are “restricted securities” under the federal securities laws inasmuch as the Shares are being acquired from the Company in reliance upon each a transaction not involving a public offering and that under the Securities Act and the applicable regulations thereunder the Shares may be resold without registration under the Securities Act only in certain limited circumstances. In this regard, such Purchaser represents that it is familiar with Rule 144 promulgated under the Securities Act (including any successor rule or similar rule then in place, “Rule 144”) and understands the resale limitations imposed thereby and by the other requirements of the Securities Act, the Exchange Act, and the rules and regulations promulgated thereunder and under any state securities laws (collectively, the “Securities Laws”), including, without limitation, Section 16 of the Exchange Act if applicable to such Purchaser's representations . Such Purchaser acknowledges and agrees that the Company has no obligation to register the Company, which by each Purchaser's acceptance hereof, each Purchaser confirms, that Shares for resale except as set forth in the Registration Rights Agreement. (ad) Such Purchaser is acquiring the Note to be delivered Shares for its investment for such Purchaser’s own account and account, not for the beneficial interest of any other personas a nominee or agent, and not with a view to the resale or distribution thereof, and that Purchaser will not distribute, sell or otherwise dispose of any part thereof in violation of the Note Securities Act. Such Purchaser does not have any contract, undertaking, agreement, understanding or arrangement with any Person, including any underwriters or broker-dealers, to sell, transfer or grant participations to such Person or to any third party, with respect to any of the shares Shares. Such Purchaser has not been formed for the specific purpose of Common Stock acquiring the Shares. (e) Such Purchaser is not purchasing the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over the Internet, television or radio or presented at any seminar, meeting or conference whose attendees have been invited by any general solicitation or general advertising. (f) Such Purchaser is a sophisticated investor and acknowledges that it can bear the economic risk 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 its investment in the Shares. Such Purchaser has: (i) received, carefully reviewed and acknowledges its understanding of (A) the representations relating to the Company contained in this Agreement, (B) the investment considerations set forth on Exhibit C, and (C) the documents set forth on Exhibit D and Exhibit E; and (ii) has been given the opportunity to ask the Company all questions and receive answers concerning the terms and conditions of this offering and to obtain any additional information that is necessary to verify the accuracy of the information furnished hereunder or relevant to its investment in the Shares and any such questions have been answered to such Purchaser’s satisfaction. SUCH PURCHASER ACKNOWLEDGES THAT AN INVESTMENT IN THE COMPANY AND THE SHARES INVOLVES A HIGH DEGREE OF RISK. (g) Such Purchaser has received certain projections, including projected statements of revenue growth, adjusted EBITDA, synergies and cost savings for the Company issuable upon conversion after the Merger. Such Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that such Purchaser is familiar with such uncertainties and that such Purchaser is taking full responsibility for making its own evaluation of the Note except as permitted adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of any assumptions underlying such estimates, projections and forecasts to the extent provided to such Purchaser). Accordingly, such Purchaser acknowledges that the Company makes no representation or warranty with respect to, and disclaims any obligation to update, such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts to the extent provided to such Purchaser). (h) Such Purchaser understands that (i) the Shares have not been, and will not be, registered under the Securities Act Act, by reason of 1933a specific exemption from the registration provisions of the Securities Act, as amended (the "Act")which depends upon, among other things, the General Rules bona fide nature of the investment intent and Regulations thereunderthe accuracy of such Purchaser’s representations as expressed herein, and all applicable State "Blue Sky" laws; (bii) Purchaser's financial circumstances the Shares cannot be resold unless they are such as to permit Purchaser to make this investment without having a present intention or need to liquidate its investment; (c) Purchaser severally confirms further that it has been advised that neither the Note nor the Common Stock issuable upon the conversion thereof have been registered under the Act, and that, accordingly, such Note and shares of Common Stock will be what is commonly known as "restricted securities," and are not freely transferrable by Purchaser except pursuant to Act or unless an exemption from registration under is available. Such Purchaser understands that any certificates representing the ActShares shall bear the following legend, such as Rule 144, the substance of which has been explained to Purchaser or upon registration of the Common Stock under the Act; (d) Purchaser is an "accredited investor" as that term is defined in SEC Regulation D, (e) Purchaser has had the opportunity to discuss with Company management the Company and its products, prospects, results of operation and financial condition and to have access addition to any and all information regarding the Company that Purchaser deems necessary to its decision to purchase the Note, and (f) that the following legends shall be placed on the Note (and, until the Common Stock is registered under the Act, any Shares of Common Stock issuable upon conversion thereof): "legend required by state “Blue Sky” laws: THE SECURITIES REPRESENTED EVIDENCED BY THIS NOTE CERTIFICATE HAVE NOT BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO SECTION 4(2) OF SAID AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND NOT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR RULE 144 PROMULGATED UNDER THE SECURITIES ISSUED UPON CONVERSION HEREOF MAY BE OFFERED ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR SALE THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR SOLD OR OTHERWISE DISPOSED HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF EXCEPT UPON COMPLIANCE WITH SAID SUCH ACT." (i) 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 invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange requirements 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 Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction. (j) If the Purchaser is an individual, then the Purchaser resides in the state or province identified in the address of the Purchaser set forth in the signature page hereto. If the Purchaser is a partnership, corporation, limited liability company or other entity, then the office or offices of the Purchaser in which its principal place of business is identified in the address or addresses of the Purchaser set forth in the signature page hereto. (k) Such Purchaser acknowledges that the Company makes no other representations or warranties with respect to the purchase and sale of the Shares except for those specifically set forth in Section 3 of this Agreement and that the Company has not made any promises to or agreements with such Purchaser not specifically provided in this Agreement and the other Transaction Documents, including any representations related to the Shares or the future value thereof.

Representations of the Purchasers. This Agreement is made with each The Purchaser by represents and warrants to the Company in reliance upon each Purchaser's representations to the Company, which by each Purchaser's acceptance hereof, each Purchaser confirms, that as follows: (a) The Purchaser is acquiring acknowledges and agrees that the Note to be delivered for its own account and not for certificates representing the beneficial interest of any other person, and not with Shares shall bear a view to legend in substantially the distribution thereof, and that Purchaser will not distribute, sell or otherwise dispose of the Note or any of the shares of Common Stock of the Company issuable upon conversion of the Note except as permitted under the Securities Act of 1933, as amended form appearing below (the "Act"), the General Rules and Regulations thereunder, and all applicable State "Blue Sky" laws; (b) Purchaser's financial circumstances are such as to permit Purchaser to make this investment without having a present intention or need to liquidate its investment; (c) Purchaser severally confirms further that it has been advised that neither the Note nor the Common Stock issuable upon the conversion thereof have been unless subsequently registered under the Act, and that, accordingly, such Note and shares of Common Stock will be what is commonly known as "restricted securities," and are not freely transferrable by Purchaser except pursuant to an exemption from registration under the Act, such as Rule 144, the substance of which has been explained to Purchaser or upon registration of the Common Stock under the Act; (d) Purchaser is an "accredited investor" as that term is defined in SEC Regulation D, (e) Purchaser has had the opportunity to discuss with Company management the Company and its products, prospects, results of operation and financial condition and to have access addition to any and all information regarding the Company that Purchaser deems necessary to its decision to purchase the Note, and (f) that the following legends shall be placed on the Note (and, until the Common Stock is registered under the Act, any Shares of Common Stock issuable upon conversion thereof): "other legend required by a subordination agreement or intercreditor agreement: “THE SECURITIES REPRESENTED BY THIS NOTE HAVE COMMON STOCK EVIDENCED HEREBY HAS NOT BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR REGISTRATION STATEMENT UNDER THE SECURITIES ISSUED ACT THAT HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT BUT ONLY (EXCEPT IN THE CASE OF A TRANSFER MADE PURSUANT TO RULE 144, RULE 144A OR REGULATION S PROMULGATED UNDER THE SECURITIES ACT) UPON CONVERSION HEREOF MAY BE OFFERED FOR SALE THE COMPANY FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE CORPORATION, OR SOLD OTHER COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE “BLUE SKY” OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH SAID ACTSIMILAR SECURITIES LAWS."” The Purchaser also acknowledges that the Company may place a stop transfer order against transfer of any of the Shares, if necessary in the Company’s reasonable judgment, in order to assure compliance by the Purchaser with the terms of the Purchase Agreement and this Agreement. (b) The individual executing this Agreement has appropriate authority to act on behalf of the Purchaser. This Agreement has been duly executed and delivered by or on behalf of such Purchaser and constitutes the valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Representations of the Purchasers. This As an inducement to, and as part of the Company's consideration for the sale of the Original 1992 Senior Notes pursuant to the Original Agreement is made with and for the issue of the Notes pursuant to this Agreement, each Purchaser by of you represents, respectively, and in entering into this Agreement the Company in reliance upon each Purchaser's representations to the Company, which by each Purchaser's acceptance hereof, each Purchaser confirmsunderstands, that (ai) Purchaser is you are an Institutional Holder, (ii) you are acquiring Notes for the Note to be delivered purpose of investment and for its your own account and not for the beneficial interest of any other person, and not with a view to the distribution thereof; provided that the disposition of your property shall at all times be and remain within your control, and subject, however, to compliance with Federal securities laws. You acknowledge that Purchaser will the Notes have not distribute, sell or otherwise dispose of the Note or any of the shares of Common Stock of the Company issuable upon conversion of the Note except as permitted been registered under the Securities Act or the laws of 1933, as amended (any state and you understand that the "Act"), Notes must be held indefinitely unless they are subsequently registered under the General Rules and Regulations thereunder, and all applicable State "Blue Sky" laws; (b) Purchaser's financial circumstances are Securities Act or an exemption from such as to permit Purchaser to make this investment without having a present intention or need to liquidate its investment; (c) Purchaser severally confirms further that it has registration is available. You have been advised that neither the Note nor Company does not contemplate registering, and is not legally required to register, the Common Stock issuable upon the conversion thereof have been registered Notes under the Securities Act. Each of you further represents that either: (i) no part of the funds used by you to purchase the Notes constituted assets allocated to any separate account maintained by you; or (ii) no part of the funds used by you to purchase the Notes constituted assets allocated to any separate account maintained by you such that the application of such funds will constitute a prohibited transaction under Section 406 of ERISA; or (iii) all or a part of such funds constituted assets of one or more separate accounts maintained by you, and thatyou have disclosed to the Company the names of such employee benefit plans whose assets in such separate account or accounts exceed 10% of the total assets or are expected to exceed 10% of the total assets of such account or accounts as of the date of such purchase and the Company has advised you in writing that the Company is not a party-in-interest nor are the Notes employer securities with respect to the particular employee benefit plans disclosed to the Company by you as aforesaid (for the purpose of this clause (iii), accordinglyall employee benefit plans maintained by the same employer or employee organization are deemed to be a single plan). As used herein, such Note and shares of Common Stock will be what is commonly known as the terms "restricted separate account," "party-in-interest," "employer securities," and are not freely transferrable by Purchaser except pursuant "employee benefit plan" have the meanings assigned to an exemption from registration under the Act, such as Rule 144, the substance of which has been explained to Purchaser or upon registration of the Common Stock under the Act; (d) Purchaser is an "accredited investor" as that term is defined them in SEC Regulation D, (e) Purchaser has had the opportunity to discuss with Company management the Company and its products, prospects, results of operation and financial condition and to have access to any and all information regarding the Company that Purchaser deems necessary to its decision to purchase the Note, and (f) that the following legends shall be placed on the Note (and, until the Common Stock is registered under the Act, any Shares of Common Stock issuable upon conversion thereof): "THE SECURITIES REPRESENTED BY THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR THE SECURITIES ISSUED UPON CONVERSION HEREOF MAY BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH SAID ACTERISA."

Representations of the Purchasers. This Agreement Each of the Purchasers severally represents and warrants to the Company as follows: (a) The Purchaser has received and carefully reviewed such information and documentation relating to the Company that the Purchaser has requested, including without limitation, the Company's filings with the United States Securities and Exchange Commission (the "Commission"). (b) The Purchaser has had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Company and the Offering, and all such questions, if any, have been answered to the full satisfaction of the Purchaser. (c) The Purchaser understands that the Company has determined that the exemption from the registration provisions of the Securities Act provided by Regulation D is applicable to the offer and sale of the Securities, based, in part, upon the representations, warranties and agreements made with each by the Purchaser herein. (d) Except as set forth herein, no representations or warranties have been made to the Purchaser by the Company or any agent, employee or affiliate of the Company and in entering into this transaction, the Purchaser is not relying upon any information other than the results of independent investigation by the Purchaser. (e) The Purchaser has full power and authority to execute and deliver this Agreement and to perform the obligations of the Purchaser hereunder and this Agreement is a legally binding obligation of the Purchaser in accordance with its terms. (f) Regulation D. (i) The Purchaser understands and acknowledges that: (A) the Securities acquired pursuant to this Agreement have not been registered under the Securities Act and are being sold in reliance upon each an exemption from registration afforded by Regulation D; and that such Securities have not been registered with any state securities commission or authority; (B) pursuant to the requirements of Regulation D, the Securities may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation D and/or pursuant to registration under the Securities Act, or pursuant to an available exemption thereunder; and (C) other than as set forth in Section 5.1 of this Agreement, the Company is under no obligation to register the Securities under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available. (ii) The Purchaser is an accredited investor within the meaning of Rule 501 of Regulation D, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investment shares representing an investment decision like that involved in the purchase of the Securities. (iii) The Purchaser is purchasing the Securities for his, her or its own account for investment only and has no intention of selling or distributing the Securities and no other person has any interest in or participation in the Securities or any right, option, security interest, pledge or other interest in or to the Securities. The Purchaser recognizes that an investment in the Securities involves a high degree of risk, including a risk of total loss of the Purchaser. The Purchaser understands, acknowledges and agrees that it must bear the economic risk of its investment in the Securities for an indefinite period of time and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities and the Purchaser understands, acknowledges and agrees that prior to any such offer or sale, the Company may require, subject to the fulfillment of the Company's representations obligations under Section 6 of this Agreement, as a condition to effecting a transfer of the Securities, an opinion of counsel, acceptable to the Company, which by each Purchaser's acceptance hereof, each Purchaser confirms, that (a) Purchaser is acquiring the Note to be delivered for its own account and not for the beneficial interest of any other person, and not with a view as to the distribution thereof, and that Purchaser will not distribute, sell registration or otherwise dispose of the Note or any of the shares of Common Stock of the Company issuable upon conversion of the Note except as permitted exemption therefrom under the Securities Act of 1933and any state securities acts, as amended if applicable. (the "Act"), the General Rules and Regulations thereunder, and all applicable State "Blue Sky" laws; (biv) Purchaser's financial circumstances are such as to permit The Purchaser to make this investment without having a present intention or need to liquidate its investment; (c) Purchaser severally confirms further that it has been advised that neither the Note nor the Common Stock issuable upon the conversion thereof have been registered under the Act, and that, accordingly, such Note and shares of Common Stock will be what is commonly known as "restricted securities," and are not freely transferrable by Purchaser except pursuant to an exemption from registration under the Act, such as Rule 144, the substance of which has been explained to Purchaser or upon registration of the Common Stock under the Act; (d) Purchaser is an "accredited investor" as that term is defined in SEC Regulation D, (e) Purchaser has had the opportunity to discuss with Company management the Company and its products, prospects, results of operation and financial condition and to have access to any and all information regarding the Company that Purchaser deems necessary to its decision to purchase the Note, and (f) acknowledges that the Securities will bear a legend in substantially the following legends shall be placed on the Note (and, until the Common Stock is registered under the Act, any Shares of Common Stock issuable upon conversion thereof): "form: THE SECURITIES REPRESENTED BY THIS NOTE CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR THE SECURITIES ISSUED UPON CONVERSION HEREOF MAY BE OFFERED FOR SALE OR SOLD TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH SAID ACTUNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." (g) Neither the Purchaser, nor any affiliate of the Purchaser or any person acting on his, her or its behalf, has recently sold shares of unregistered Common Stock of the Company.

Representations of the Purchasers. This Agreement is made with each Each Purchaser by hereby represents and warrants to the Company in reliance upon each Purchaser's representations to the Company, which by each Purchaser's acceptance hereof, each Purchaser confirms, that as follows: (a) Purchaser is acquiring the Note to be delivered Shares for its Purchaser's own account and account, not as nominee or agent, for the beneficial interest of any other person, investment and not with a view to to, or for resale in connection with, any distribution or public offering thereof within the distribution thereof, and that Purchaser will not distribute, sell or otherwise dispose meaning of the Note or any of the shares of Common Stock of the Company issuable upon conversion of the Note except as permitted under the Securities Act of 1933, as amended (the "Securities Act"), the General Rules and Regulations thereunder, and all applicable State "Blue Sky" laws; . (b) Purchaser's financial circumstances are such as to permit Purchaser to make this investment without having a present intention or need to liquidate its investment; understands that (ci) Purchaser severally confirms further that it has been advised that neither the Note nor the Common Stock issuable upon the conversion thereof Shares have not been registered under the ActSecurities Act by reason of a specific exemption therefrom, that they must be held by Purchaser indefinitely, and that, accordingly, such Note and shares of Common Stock will be what is commonly known as "restricted securities," and are not freely transferrable by Purchaser except pursuant to an exemption from registration under the Act, such as Rule 144, the substance of which has been explained to Purchaser or upon registration of the Common Stock under the Act; (d) Purchaser is an "accredited investor" as that term is defined in SEC Regulation D, (e) Purchaser has had the opportunity to discuss with Company management the Company and its products, prospects, results of operation and financial condition and to have access to any and all information regarding the Company that Purchaser deems necessary to its decision to purchase must, therefore, bear the Noteeconomic risk of such investment indefinitely, and (f) that the following legends shall be placed on the Note (and, until the Common Stock unless a subsequent disposition thereof is registered under the Act, any Securities Act or is exempt from such registration; (ii) each certificate representing the Shares of Common Stock issuable upon conversion thereof): will be endorsed with the following legend: "THE THESE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SECTION 4(2) OF THE SECURITIES UNDER SAID ACT AND OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT WITH REQUIRED." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VIEW TO RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE COMPANY AND/OR ITS ASSIGNEE(S) AS PROVIDED IN CONNECTION WITH THE DISTRIBUTION THEREOFBYLAWS OF THE COMPANY." and (iii) the Company will instruct any transfer agent not to register the transfer of any of the Shares unless the conditions specified in the foregoing legend are satisfied. (c) Purchaser has been furnished with all the information necessary to make an informed investment decision. NEITHER THIS NOTE NOR THE SECURITIES ISSUED UPON CONVERSION HEREOF MAY BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH SAID ACTPurchaser has been given access to such information relating to the Company as Purchaser has requested." (d) By reason of Purchaser's business or financial experience, Purchaser has the capacity to make the decision referred to in subsection (c) above. (e) Purchaser is an accredited investor within the meaning of Regulation D under the Securities Act. (f) Purchaser is aware that the Shares may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until Purchaser has held the Shares for the applicable holding period. Among the conditions for use of Rule 144 is the availability of specified current public information about the Company. Purchaser recognizes that the Company presently has no plans to make such information available to the public. Each Purchaser further agrees not to make any disposition of any of the Shares in any event unless and until: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (A) Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (B) Purchaser shall have given the Company an opinion of counsel, which opinion and counsel shall be satisfactory to the Company, to the effect that such disposition will not require registration of the Shares under the Securities Act. (g) Purchaser is not relying on the Company for any tax advice and has had the opportunity to obtain his, her or its own tax advice. (h) Purchaser is not relying on the Company to continue to elect to be treated as an S Corporation for tax purposes for any period of time. (i) Purchaser is not expecting or relying on the Company for any tax advantages to result from the transaction contemplated by this Agreement.

Representations of the Purchasers. This Agreement Each of the Purchasers severally represents and warrants to the Company as follows: (a) The Purchaser has received and carefully reviewed such information and documentation relating to the Company that the Purchaser has requested, including without limitation, the Company’s filings with the United States Securities and Exchange Commission (the “Commission”). (b) The Purchaser has had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Company and the Offering, and all such questions, if any, have been answered to the full satisfaction of the Purchaser. (c) The Purchaser understands that the Company has determined that the exemption from the registration provisions of the Securities Act provided by Regulation D is applicable to the offer and sale of the Securities, based, in part, upon the representations, warranties and agreements made with each by the Purchaser herein. (d) Except as set forth herein, no representations or warranties have been made to the Purchaser by the Company or any agent, employee or affiliate of the Company and in entering into this transaction, the Purchaser is not relying upon any information other than the results of independent investigation by the Purchaser. (e) The Purchaser has full power and authority to execute and deliver this Agreement and to perform the obligations of the Purchaser hereunder and this Agreement is a legally binding obligation of the Purchaser in accordance with its terms. (f) Regulation D (i) The Purchaser understands and acknowledges that: (A) the Securities acquired pursuant to this Agreement have not been registered under the Securities Act and are being sold in reliance upon each an exemption from registration afforded by Regulation D; and that such Securities have not been registered with any state securities commission or authority; (B) pursuant to the requirements of Regulation D, the Securities may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation D and/or pursuant to registration under the Securities Act, or pursuant to an available exemption thereunder; and (C) other than as set forth in Section 5.1 of this Agreement, the Company is under no obligation to register the Securities under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available. (ii) The Purchaser is an accredited investor within the meaning of Rule 501 of Regulation D, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investment shares representing an investment decision like that involved in the purchase of the Securities. (iii) The Purchaser is purchasing the Securities for his, her or its own account for investment only and has no intention of selling or distributing the Securities and no other person has any interest in or participation in the Securities or any right, option, security interest, pledge or other interest in or to the Securities. The Purchaser recognizes that an investment in the Securities involves a high degree of risk, including a risk of total loss of the Purchaser's representations . The Purchaser understands, acknowledges and agrees that it must bear the economic risk of its investment in the Securities for an indefinite period of time and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities and the Purchaser understands, acknowledges and agrees that prior to any such offer or sale, the Company may require, subject to the fulfillment of the Company’s obligations under Section 6 of this Agreement, as a condition to effecting a transfer of the Securities, an opinion of counsel, acceptable to the Company, which by each Purchaser's acceptance hereof, each Purchaser confirms, that (a) Purchaser is acquiring the Note to be delivered for its own account and not for the beneficial interest of any other person, and not with a view as to the distribution thereof, and that Purchaser will not distribute, sell registration or otherwise dispose of the Note or any of the shares of Common Stock of the Company issuable upon conversion of the Note except as permitted exemption therefrom under the Securities Act of 1933and any state securities acts, as amended if applicable. (the "Act"), the General Rules and Regulations thereunder, and all applicable State "Blue Sky" laws; (biv) Purchaser's financial circumstances are such as to permit The Purchaser to make this investment without having a present intention or need to liquidate its investment; (c) Purchaser severally confirms further that it has been advised that neither the Note nor the Common Stock issuable upon the conversion thereof have been registered under the Act, and that, accordingly, such Note and shares of Common Stock will be what is commonly known as "restricted securities," and are not freely transferrable by Purchaser except pursuant to an exemption from registration under the Act, such as Rule 144, the substance of which has been explained to Purchaser or upon registration of the Common Stock under the Act; (d) Purchaser is an "accredited investor" as that term is defined in SEC Regulation D, (e) Purchaser has had the opportunity to discuss with Company management the Company and its products, prospects, results of operation and financial condition and to have access to any and all information regarding the Company that Purchaser deems necessary to its decision to purchase the Note, and (f) acknowledges that the Securities will bear a legend in substantially the following legends shall be placed on the Note (and, until the Common Stock is registered under the Act, any Shares of Common Stock issuable upon conversion thereof): "form: THE SECURITIES REPRESENTED BY THIS NOTE CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR THE SECURITIES ISSUED UPON CONVERSION HEREOF MAY BE OFFERED FOR SALE OR SOLD TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH SAID ACTUNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR TNX TELEVISION HOLDINGS, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." (g) Neither the Purchaser, nor any affiliate of the Purchaser or any person acting on his, her or its behalf, has recently sold shares of unregistered Common Stock of the Company.

Representations of the Purchasers. This Agreement Each Purchaser represents and warrants to the Company as follows: 2.1. Such Purchaser represents that such Purchaser is made not acquiring the Common Stock with each a view to, or for resale in connection with, any distribution of the Common Stock in violation of the Securities Act of 1933 (the "Securities Act"). Such Purchaser understands that the Common Stock has not been registered under the Securities Act or the securities laws of any state and that the Common Stock has been issued to such Purchaser by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of such Purchaser and upon the other representations made by such Purchaser in this Agreement. Such Purchaser understands that the Company is relying upon the representations and agreements made by such Purchaser in reliance upon each Purchaser's representations this Agreement. 2.2. Such Purchaser understands that such Purchaser may not sell or transfer the Common Stock purchased pursuant to this Agreement unless the Common Stock is registered pursuant to the requirements of the Securities Act and of any applicable state or "blue sky" securities laws or regulations, or, if required by the Company, such Purchaser furnishes an opinion of counsel, in form and substance satisfactory to the Company, which by each Purchaser's acceptance hereof, each Purchaser confirms, that (a) Purchaser is acquiring the Note to be delivered for its own account and not for the beneficial interest of any other person, and not with a view to the distribution thereofeffect that registration is not then required under the Securities Act or under any applicable state or "blue sky" securities laws -2- 5 or regulations. Such Purchaser further understand that the Company has no obligation or present intention of so registering the Common Stock, and that there is no assurance that any exemption from registration under the Securities Act will be available or, if available, that such exemption will allow such Purchaser will not distribute, sell to dispose of or otherwise dispose of the Note transfer any or any all of the shares of Common Stock in the amounts or at the times that such Purchaser may propose. 2.3. Such Purchaser (i) has such knowledge, sophistication and experience in business and financial matters that such Purchaser is capable of evaluating the merits and risks of the Company issuable upon conversion exchange referred to in Section 1.1 hereof, (ii) fully understands the nature, scope and duration of the Note except limitations applicable to the Common Stock, (iii) is able to bear the economic risk of the exchange referred to in Section 1.1 hereof, and (iv) is an "Accredited Investor" as permitted defined in Regulation D under the Securities Act of 1933, as amended (the "Act"), the General Rules and Regulations thereunder, and all applicable State "Blue Sky" laws; (b) Purchaser's financial circumstances are such as to permit Purchaser to make this investment without having a present intention or need to liquidate its investment; (c) Purchaser severally confirms further that it has been advised that neither the Note nor the Common Stock issuable upon the conversion thereof have been registered under the Act, and that, accordingly, such Note and shares of Common Stock will be what is commonly known as "restricted securities," and are not freely transferrable by Purchaser except pursuant to an exemption from registration under the Act, such as Rule 144, the substance of which has been explained to Purchaser or upon registration of the Common Stock under the Act; (d) Purchaser is an "accredited investor" as that term is defined in SEC Regulation D, (e) Purchaser has had the opportunity to discuss with Company management the Company and its products, prospects, results of operation and financial condition and to have access to any and all information regarding the Company that Purchaser deems necessary to its decision to purchase the Note, and (f) that the following legends shall be placed on the Note (and, until the Common Stock is registered under the Act, any Shares of Common Stock issuable upon conversion thereof): "THE SECURITIES REPRESENTED BY THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR THE SECURITIES ISSUED UPON CONVERSION HEREOF MAY BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH SAID ACT."

Representations of the Purchasers. This Agreement is made with each Purchaser by the Company in reliance upon each Purchaser's representations to the Company, which by each Purchaser's acceptance hereof, each Purchaser confirms, that (a) Purchaser is acquiring the Note shares of Preferred Stock to be delivered for its own account and not for the beneficial interest of any other person, and not with a view to the distribution thereof, and that Purchaser will not distribute, sell or otherwise dispose of the Note or any of the shares of Common Preferred Stock of the Company issuable upon conversion of the Note except as permitted under the Securities Act of 1933, as amended (the "Act"), the General Rules and Regulations thereunder, and all applicable State "Blue Sky" laws; (b) Purchaser's financial circumstances are such as to permit Purchaser to make this investment without having a present intention or need to liquidate its investment; (c) Purchaser severally confirms further that it has been advised that neither the Note nor the Common shares of Preferred Stock issuable upon the conversion thereof have not been registered under the Act, and that, accordingly, such Note and shares of Common Preferred Stock will be what is commonly known as "restricted securities," and are not freely transferrable by Purchaser except pursuant to an exemption from registration under the Act, such as Rule 144, the substance of which has been explained to Purchaser or upon registration of the Common Preferred Stock under the Act; (d) Purchaser is an "accredited investor" as that term is defined in SEC Regulation D, (e) Purchaser has had the opportunity to discuss with Company management the Company and its products, prospects, results of operation and financial condition and to have access to any and all information regarding the Company that Purchaser deems necessary to its decision to purchase the Noteshares of Preferred Stock, and (f) that the following legends shall be placed on the Note (and, until the Common Stock is registered under the Act, any Shares shares of Common Stock issuable upon conversion thereof): Preferred Stock: "THE SECURITIES REPRESENTED BY THIS NOTE CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR THE SECURITIES ISSUED UPON CONVERSION HEREOF SHARES OF PREFERRED STOCK MAY NOT BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT UPON COMPLIANCE WITH SAID ACT." The Company will take all action necessary in accordance with the Delaware Law and the Company's Certificate of Incorporation and By-laws to convene a meeting of its shareholders as promptly as practicable, but no later than July 15, 1998 to consider and vote upon an amendment to the Company's Certificate of Incorporation (the "Amendment") providing for the authorization of the issue of the Preferred Stock substantially in the form of the Certificate of Designation attached hereto as Exhibit B. The Board of Directors of the Company shall, subject to fiduciary obligations under applicable law, recommend that the shareholders of the Company vote to approve the Amendment. Subject to fiduciary obligations under applicable law, the Company shall use its best efforts to solicit from shareholders of the Company proxies in favor of such approval and adoption and shall take all other action necessary or, in its opinion, helpful to secure such favorable vote.