Common use of Restrictions on Transfer Clause in Contracts

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer. The Subscriber acknowledges 4.1 Except as otherwise provided under Sections 4.3 or 7 of this Agreement or in accordance with your will or the laws of descent and understands distribution upon your death, until an Award Share becomes vested and nonforfeitable and a Liquidity Event has occurred, the Placement Units are being offered Award Share may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. 4.2 You hereby represent and warrant to the Company as follows: (a) You will hold the Award Shares for your own account for investment only and not with a transaction not involving a public offering view to, or for resale in connection with, any “distribution” of the United States Award Shares within the meaning of the Securities Act. The Securities . (b) You understand that the Award Shares have not been registered under the Securities Act andby reason of a specific exemption and that the Award Shares must be held indefinitely, if unless they are subsequently registered under the Securities Act or you obtain an opinion of counsel, in form and substance satisfactory to the future Company and its counsel, that such registration is not required. You further acknowledge and understand that the Subscriber decides Company is under no obligation to offerregister the Award Shares. (c) You understand that the Company may, resellin its discretion, impose restrictions on the sale, pledge or otherwise other transfer of the SecuritiesAward Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company, such Securities may be offered, resold, pledged restrictions are necessary or otherwise transferred only (A) pursuant desirable to an effective registration statement filed under comply with the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state State or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities law. (d) You are subject to transfer restrictions as described aware that your investment in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities speculative investment that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities limited liquidity and is subject to the reporting requirements risk of complete loss. 4.3 The provisions of Sections 4.1 and 4.2(b) shall not apply to the following transfers; provided, however, that no transfer of Award Shares pursuant to this Section 13 or 15(d4.3 (other than a transfer to the Company) shall be given effect on the books of the Securities Exchange Act of 1934Company unless and until the Permitted Transferee (as defined below) executes an agreement in writing with the parties hereto pursuant to which he, as amended (the “Exchange Act”); (iii) the issuer she, or it agrees to be bound by all of the terms and conditions of this Agreement to the same extent as the parties hereto; provided, further, that no transfer will be permitted if the Company determines that, in its sole discretion, such transfer is, or is reasonably likely to be, in violation of applicable federal or state securities has filed laws: (a) a transfer of vested Award Shares made to an Affiliate of the Company or an Affiliate of any subsidiary of the Company; (b) a transfer of vested Award Shares upon your death to your executors, administrators, testamentary trustees, legatees or beneficiaries; (c) a transfer of vested Award Shares to a trust, the beneficiaries of which include only you and your spouse, siblings, or direct lineal ancestors or descendants; (d) a transfer of vested Award Shares made as a gift to your spouse or lineal descendants; or (e) a transfer of vested Award Shares made pursuant to a court order in connection with a divorce proceeding. The transferee in each of the subclauses (a) through (e) above is referred to herein as a “Permitted Transferee.” Notwithstanding anything to the contrary in this Agreement, no transfer made to the Company, any subsidiary of the Company, or the Sponsor shall be subject to any restriction on transfer contained herein, so long as any such transfer is made in accordance with all Exchange Act reports applicable federal and material state securities laws and does not violate any contractual agreement in effect at the time of such transfer. 4.4 The Company shall not be required to be filed(a) transfer on its books any Award Shares that have been sold or transferred in contravention of this Agreement or (b) treat as the owner of Award Shares, as applicableor otherwise accord voting, during the preceding 12 months (dividend or such shorter period that the issuer was required liquidation rights to, any transferee to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements whom Award Shares have been transferred in contravention of Rule 144 and the release or waiver of any contractual transfer restrictionsthis Agreement.

Restrictions on Transfer. The Subscriber acknowledges covenants, represents and understands warrants that the Placement Units Securities are being offered in a transaction purchased for Subscriber’s own personal account and for Subscriber’s individual investment and without the intention of reselling or redistributing the same, that Subscriber has made no agreement with others regarding any of such Securities, and that Subscriber’s financial condition is such that it is not involving a public offering in the United States within the meaning likely that it will be necessary to dispose of any of the Securities Actin the foreseeable future. The Moreover, Subscriber acknowledges that any of the aforementioned actions may require the prior written consent of the Company’s board of directors pursuant to the Certificate of Designation. Subscriber is aware that, in the view of the Securities and Exchange Commission, a purchase of the Securities with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values, or any change in the condition of the Company, or in connection with a contemplated liquidation or settlement of any loan obtained by Subscriber for the acquisition of the Securities and for which the Securities were pledged as security, would represent an intent inconsistent with the covenants, warranties and representations set forth above. Subscriber understands that the Securities have not been registered under the Securities Act andof 1933, if as amended (the “Securities Act”), or any state or foreign securities laws in reliance on exemptions from registration under these laws, and that, accordingly, the future Securities may not be resold by the undersigned (i) unless they are registered under both the Securities Act and applicable state or foreign securities laws or are sold in transactions which are exempt from such registration, and (ii) except in compliance with Section 5 of the Certificate of Designation, which may require the prior written consent of the Company’s board of directors. Subscriber decides therefore agrees not to offersell, resellassign, pledge transfer or otherwise transfer dispose of the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (Ai) pursuant to an effective unless a registration statement relating thereto has been duly filed and become effective under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if availableAct and applicable state or foreign securities laws, or (C) pursuant to any other available exemption from unless in the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company no such registration is required under the circumstances, and (ii) except in compliance with respect to such transferSection 5 of the Certificate of Designation. Absent registration or another available exemption from registrationThere is not currently, and it is unlikely that in the future there will exist, a public market for the Securities; and accordingly, for the above and other reasons, Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available able to the Subscriber for the resale of liquidate an investment in the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as for an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsindefinite period.

Restrictions on Transfer. The Subscriber It acknowledges and understands that the Placement Units Representative’s Securities are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Representative’s Securities have not been registered under the Securities Act and, if in the future the Subscriber it decides to offer, resell, pledge or otherwise transfer the Representative’s Securities, such Representative’s Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber it acknowledges and understands that the Representative’s Securities are subject to transfer restrictions as described in Section 7 1.3.2 hereof. The Subscriber It agrees that if any transfer of its Representative’s Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber it may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber it agrees that it will not resell the Representative’s Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber It further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber it for the resale of the Representative’s Securities until the one year anniversary following conditions are met: (i) the issuer consummation of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer initial Business Combination of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell companyCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC Securities and Exchange Commission (the “SEC”) reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer. The Subscriber acknowledges and understands the Private Placement Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer. The Subscriber Option and the Common Stock subject to the Option (collectively referred to as the "Securities") are subject to registration under the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities statutes. Optionee acknowledges that unless a registration statement with respect to the Securities is filed and understands declared effective by the Placement Units are being offered Securities and Exchange Commission and the appropriate state governing agency, the Securities have or will be issued in a transaction reliance on specific exemptions from such registration requirements for transactions by an issuer not involving a public offering in the United States within the meaning and specific exemptions under state statutes. Any disposition of the Securities Actmay, under certain circumstances, be inconsistent with such exemptions. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offeredoffered for sale, resoldsold, pledged or otherwise transferred only if (Ai) pursuant to an effective registration statement filed registered under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any come cases, under the applicable state securities laws of any state or any other jurisdiction. Notwithstanding acts, or, if not registered, (ii) only if pursuant to an exemption from such registration requirements and only after the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company Optionee provides an opinion of counsel or other evidence satisfactory to the Company to the effect that registration is not required. In some states, specific conditions must be met or approval of the securities regulatory authorities may be required before any such offer or sale. If rule 144 is available (and no assurance is given that it will be), only routine sales of the Common Stock in limited amounts can be made after one year following the acquisition date of the Securities, as determined under rule 144(d), in accordance with the terms and conditions of rule 144. The Company is under no obligation to make rule 144 available. In the event rule 144 is not available, compliance with regulation A or some other disclosure exemption may be required before the Optionee can sell, transfer, or otherwise dispose of the Securities without registration. The Company and its registrar and transfer agent will maintain a stop transfer of the Securities, and any certificate representing the Securities will bear a legend in substantially the following form so restricting the sale or other transfer thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT. If the Securities are not registered, the Company may refuse to transfer the Securities to any transferee who does not furnish in writing to the Company the same representations and warranties set forth in this paragraph and agree to the same conditions with respect to such transferSecurities as are set forth herein. Absent The Company may further refuse to transfer the Securities if certain circumstances are present reasonably indicating that the proposed transferee's representations are not accurate. In any event, in the absence of an effective registration or another available exemption from registrationstatement covering the Securities, the Subscriber agrees it will not resell Company may refuse to consent to any transfer in the Securities (unless otherwise permitted pursuant absence of an opinion of legal counsel, satisfactory to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale and independent of counsel of the Securities until the following conditions are met: (i) the issuer of the securities Company, that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities such proposed transfer is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information consistent with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 above conditions and the release or waiver of any contractual transfer restrictionsapplicable securities laws.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units Shares are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities Shares have not been registered under the Securities Act Act, and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the SecuritiesShares, such Securities Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any available other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transferCompany. Absent registration or another an available exemption from registration, the Subscriber agrees that it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof)Shares. The Subscriber further explicitly understands and acknowledges that because the Company is Securities and Exchange Commission (the “SEC”) has taken the position the Subscriber would be considered a shell promoter under the Securities Act and that promoters or affiliates of a blank check company and their transferees, both before and after a business combination, would act as “underwriters” under the Securities Act when reselling the securities of that blank check company. Accordingly, Rule 144 may promulgated under the Securities Act will not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, Shares despite technical compliance with the requirements of Rule 144 and 144, in which event the release or waiver of any contractual transfer restrictionsresale transactions would need to be made through a registered offering.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act or any state securities law, and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, Act or (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transferCompany. Absent registration or another an available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof)Securities. The Subscriber further acknowledges that because the Company is Securities Exchange Commission (“SEC”) has taken the position that promoters or affiliates of a shell blank check company and their transferees, both before and after a Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 may adopted pursuant to the Securities Act would not be available to the Subscriber for the resale transactions of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 such Rule, and the release Securities can be resold only through a registered offering or waiver in reliance upon another exemption from the registration requirements of any contractual transfer restrictionsthe Securities Act.

Restrictions on Transfer. (a) The Subscriber acknowledges Purchaser understands and understands agrees that the Placement Units Securities are being offered in a transaction not involving a public offering subject to the transfer restrictions specified in the United States within Certificate of Designation and the meaning of Warrants, and that the Securities Act. The Securities have not been registered under the Securities Act andor the securities laws of any state or other jurisdiction; accordingly, if the Securities (including the Conversion Shares and the Warrant Shares) must be held indefinitely unless they are subsequently registered or unless, in the future opinion of counsel reasonably acceptable to the Subscriber decides to offerCompany, resell, pledge a sale or otherwise transfer the Securities, such Securities may be offeredmade in compliance with the provisions of the Certificate of Designation and the Warrants, resoldas the case may be, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from and without registration under Rule 144 promulgated under United States securities laws and the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding . (b) The Purchaser further agrees that legends may be placed on the Securities restricting the transfer thereof, and that appropriate notations may be made in the Company’s stock books and stop transfer instructions placed with the transfer agent of the Common Stock, each in a manner generally consistent with the foregoing, . (c) The Purchaser is aware of the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer provisions of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the which, in substance, permit limited public resale of the Securities until the following conditions are met: (i) “restricted securities” acquired by non-affiliates of the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) thereof, directly or indirectly, from the issuer (or from an affiliate of the securities is such issuer), in a non-public offering subject to the reporting requirements satisfaction of certain conditions, if applicable, including, among other things, the availability of certain public information about the Company and the resale occurring not less than six (6) months after the party has purchased and paid for the securities to be sold. (d) The Purchaser further understands that at the time the Purchaser wishes to sell Securities (including any Conversion Shares or Warrant Shares issued or issuable upon conversion or exercise of the Series C Preferred Stock or the Warrants) there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not have filed all reports and other materials required under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials)amended, other than Form 8-K reports; , during the preceding 12 months, and that, in such event, because the Company is a former “shell company” as contemplated under paragraph (ivi) at least one year has elapsed from of Rule 144, Rule 144 will not be available to the Purchaser. (e) The Purchaser further understands that, because the Company is a former “shell company” as contemplated under paragraph (i) of Rule 144, regardless of the amount of time that the issuer Purchaser holds the Securities, sales of the Securities may only be made under Rule 144 upon the satisfaction of certain conditions, including that the Company has filed current Form 10 type information with the SEC reflecting its status SEC, during the 12 months preceding the sale, all quarterly and annual reports required under the Securities Exchange Act of 1934, as amended; and that, accordingly, any restrictive legends placed on the Securities cannot be removed except in connection with an entity actual sale that is subject to an effective registration statement under, or an applicable exemption from the registration requirements of, the Securities Act, and “blanket” removals of any such restrictive legends will not a shell company, despite technical compliance with be possible. (f) The Purchaser further understands that in the event all of the requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A promulgated under the Securities Act, or some other registration exemption will be required; and that, notwithstanding the release fact that Rule 144 is not exclusive, the staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or waiver of any contractual transfer restrictionssales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

Restrictions on Transfer. The Subscriber acknowledges and understands A Member may Transfer his, her or its Units only in compliance with this Article 3. Restrictions have been placed upon the Placement ability of all Members to resell or otherwise dispose of any Units are obtained or acquired hereunder including, without limitation, the following: (1) Any Units offered for sale by a Member will be offered first to all Members (on a pro rata basis, based on the number of Units held by such Member) at the then fair market value of the selling Member’s Units. Any remaining Units not purchased by any Members within thirty (30) calendar days of being offered to the Members may then be offered for sale to any third party if such offer(s) and sale(s) comply with the remainder of this Section 3.2(a) in its entirety. LIMITED LIABILITY COMPANY OPERATING AGREEMENT CF FUND II, LLC (2) No Member may resell or otherwise transfer any Units without the satisfaction of certain conditions designed to comply with applicable tax and securities laws, including (without limitation) the requirement that certain legal opinions be provided to the Members and the Manager with respect to such matters at the expense of the Member requesting such transfer. The transferee must meet any investor qualifications as is set forth by the Manager. Furthermore, if the Pennsylvania Commissioner imposes a transaction transfer restriction on the Units, then Units may not involving a public offering be sold or transferred without the prior written consent of such Commissioner except as permitted in the United States within Commissioner’s Rules. (3) The Units have not been registered with the meaning Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions provided for therein. Units may not be sold or otherwise transferred without registration under the Securities Act or pursuant to an exemption therefrom. In addition, no sales or transfers may be made to in violation or contravention of the Securities Act. The Securities Act or any other applicable federal or state securities laws, rules or regulations. (4) A legend will be placed upon all instruments evidencing ownership of Units in the LLC stating that the Units have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and setting forth the foregoing limitations on resale. Notations regarding these limitations shall be made in each case in accordance with any applicable securities laws the appropriate records of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company LLC with respect to such all Units offered hereby. The foregoing steps will also be taken in connection with the issuance of any new instruments for any Units that are presented for transfer, to the extent the Manager deems appropriate. (5) The LLC will charge a reasonable transfer fee (to reimburse the LLC for administrative costs associated with transfers) per transfer of ownership. Absent registration or another available exemption from registrationIf a Member transfers Units to more than one person, except Transferees who will hold title together, the Subscriber agrees it transfer to each person will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is be considered a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsseparate transfer.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act Act, and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transferCompany. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities. Subscriber explicitly understands and acknowledges the Securities and Exchange Commission (unless otherwise permitted pursuant to the terms hereof)“SEC”) has taken the position the Subscriber would be considered a promoter under the Securities Act and that promoters or affiliates of a blank check company and their transferees, both before and after a business combination, would act as “underwriters” under the Securities Act when reselling the securities of that blank check company. The Subscriber further acknowledges that because the Company is a shell companyAccordingly, Rule 144 may promulgated under the Securities Act will not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and 144, in which event the release or waiver of any contractual transfer restrictionsresale transactions would need to be made through a registered offering.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act Act, and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under the Securities Act provided by Rule 144 promulgated under the Securities Act, thereunder (if available, ) or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transferCompany. Absent registration or another available exemption from registration, the Subscriber agrees that it will not resell the Securities (unless otherwise permitted pursuant to securities constituting the terms hereof). Subscriber’s Warrants The Subscriber further explicitly understands and acknowledges that because the Company Securities and Exchange Commission (the “SEC”) has taken the position that the Subscriber is considered a shell promoter under the Securities Act and that promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination, would act as an “underwriter” under the Securities Act when reselling the securities of that blank check company. Accordingly, Rule 144 may promulgated under the Securities Act would not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and 144, in which event the release or waiver of any contractual transfer restrictionsresale transactions would need to be made through a registered offering.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K reportsK; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units Shares are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities Shares have not been registered under the Securities Act Act, and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the SecuritiesShares, such Securities Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transferCompany. Absent registration or another available exemption from registration, the Subscriber agrees it that he will not resell the Securities (unless otherwise permitted pursuant to the terms hereof)Shares. The Subscriber further understands and acknowledges the Securities and Exchange Commission (the “SEC”) has taken the position the Subscriber would be considered a promoter under the Securities Act and that because promoters or affiliates of a blank check company and their transferees, both before and after a business combination, would act as “underwriters” under the Company is a shell Securities Act when reselling the securities of that blank check company. Accordingly, Rule 144 may promulgated under the Securities Act will not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, Shares despite technical compliance with the requirements of Rule 144 and 144, in which event the release or waiver of any contractual transfer restrictionsresale transactions would need to be made through a registered offering.

Restrictions on Transfer. The Subscriber It acknowledges and understands the Placement Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act Act, and, if in the future the Subscriber future, it decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities ActAct (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber It agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber it may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transferCompany. Absent registration or another available exemption from registration, the Subscriber it agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof)Securities. The Subscriber It further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber it for the resale of the Securities until the one-year anniversary following conditions are met: (i) the issuer consummation of the securities that was formerly a shell company has ceased to be a shell company; initial Business Combination (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(ddefined below) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell companyCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions. In addition to the foregoing, the Purchaser acknowledges and agrees that it will be executing an insider letter and lockup agreement with the Company and ▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC, as underwriters’ representative, further restricting the Purchaser’s ability and rights to transfer any Securities.

Restrictions on Transfer. The Subscriber Option and the Common Stock subject to the Option (collectively referred to as the "Securities") are subject to registration under the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities statutes. Optionee acknowledges that unless a registration statement with respect to the Securities is filed and understands declared effective by the Placement Units are being offered Securities and Exchange Commission, and the appropriate state governing agency, the Securities have or will be issued in a transaction reliance on specific exemptions from such registration requirements for transactions by an issuer not involving a public offering in the United States within the meaning and specific exemptions under state statutes. Any disposition of the Securities Actmay, under certain circumstances, be inconsistent with such exemptions. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offeredoffered for sale, resoldsold, pledged or otherwise transferred only if (Ai) pursuant to an effective registration statement filed registered under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any some cases, under the applicable state securities laws of any state or any other jurisdiction. Notwithstanding acts, or, if not registered, (ii) only if pursuant to an exemption from such registration requirements and only after the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company Optionee provides an opinion of counsel or other evidence satisfactory to the Company to the effect that registration is not required. In some states, specific conditions must be met or approval of the securities regulatory authorities may be required before any such offer or sale. If Rule 144 is available (and no assurance is given that it would be), only routine sales of the Common Stock in limited amounts can be made after one year following the acquisition date of the Securities, as determined under Rule 144(d), in accordance with the terms and conditions of Rule 144. The Company is under no obligation to make Rule 144 available. In the event Rule 144 is not available, compliance with Regulation A or some other disclosure exemption may be required before the Optionee can sell, transfer, or otherwise dispose of the Securities without registration. If the Securities are not registered, the Company may refuse to transfer the Securities to any transferee who does not furnish in writing to the Company the same representations and warranties set forth in this paragraph and agree to the same conditions with respect to such transferSecurities as are set forth herein. Absent The Company may further refuse to transfer the Securities if certain circumstances are present reasonably indicating that the proposed transferee's representations are not accurate. In any event, in the absence of an effective registration or another available exemption from registrationstatement covering the Securities, the Subscriber agrees it will not resell Company may refuse to consent to any transfer in the Securities (unless otherwise permitted pursuant absence of an opinion of legal counsel, satisfactory to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale and independent of counsel of the Securities until the following conditions are met: (i) the issuer of the securities Company, that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities such proposed transfer is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information consistent with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 above conditions and the release or waiver of any contractual transfer restrictionsapplicable securities laws.

Restrictions on Transfer. The Subscriber acknowledges and understands that the Placement Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities Warrants have not been registered under the Securities Act Act, and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the SecuritiesWarrants, such Securities Warrants may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) to a non-U.S. person in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S of the Securities Act, (C) pursuant to the resale limitations set forth in Rule 905 of Regulation S, (D) pursuant to an exemption from registration under the Securities Act provided by Rule 144 promulgated under the Securities Act, thereunder (if available, ) or (CE) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. Notwithstanding The Subscriber acknowledges, agrees and covenants that it will not engage in hedging transactions with regard to the foregoing, Warrants prior to the Subscriber acknowledges and understands expiration of the distribution compliance period specified in Rule 903 of Regulation S promulgated under the Securities are subject to transfer restrictions as described Act, unless in Section 7 hereofcompliance with the Securities Act. The Subscriber agrees that if any transfer of its Securities Warrants or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transferCompany. Absent registration or another available exemption from registration, the Subscriber agrees that it will not resell the Securities (unless otherwise permitted pursuant securities constituting the Subscriber’s Warrants to U.S. Persons or within the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsUnited States.

Restrictions on Transfer. The Subscriber acknowledges (a) Fargo understands and understands agrees that the Placement Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities Exchanged Shares have not been registered under any French or United States securities laws, and that accordingly they will not be fully transferable except as permitted under various exemptions contained in such laws. Fargo acknowledges that he must bear the Securities Act and, if economic risk of its investment in the future the Subscriber decides Exchanged Shares for an indefinite period of time (subject, however, to offer, resell, pledge ▇▇▇▇▇' obligation under Section 3.1(b) of this Agreement) since they have not been registered under French or otherwise transfer the Securities, such Securities may United States securities laws and therefore cannot be offered, resold, pledged sold unless they are subsequently registered or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under is available. (b) Fargo hereby represents and warrants to ▇▇▇▇▇ that he is acquiring the Securities ActExchanged Shares for investment purposes only, if availablefor his own account, and not as nominee or agent for any other any natural person, corporation, trust, association, company, partnership, limited liability company, joint venture and other entity and any government, governmental agency, instrumentality or political subdivision (collectively, "Person"), and not with the view to, or for ------- resale in connection with, any distribution thereof. (Cc) pursuant Fargo hereby agrees with ▇▇▇▇▇ as follows: (i) Subject to any other available exemption from Section 2.1(d) below, the registration requirements certificates evidencing the Exchanged Shares and each certificate issued in transfer thereof, will bear such legend or legends as may be appropriate to effectuate the purposes of the Securities Actthis Agreement, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to under any applicable law. (ii) Fargo will not sell, transfer, assign, pledge, hypothecate or otherwise dispose of any or all of the Company Exchanged Shares without first providing ▇▇▇▇▇ with an opinion of counsel satisfactory to the Company effect that such sale, transfer, assignment, pledge, hypothecation or other disposition will be exempt from any registration, disclosure, qualification or other like requirements under French or United States securities laws. (iii) Fargo consents to ▇▇▇▇▇' making a notation on its records or giving instructions to any transfer agent of the Exchanged Shares in order to implement the restrictions on transfer of the Exchanged Shares mentioned in this subsection (c). (d) Any legend endorsed on a certificate evidencing Exchanged Shares pursuant to Section 2.1(c)(i) hereof and any stop transfer instructions and record notations with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant Exchanged Shares shall be removed and ▇▇▇▇▇ shall issue a certificate without such legend to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 holder of such Exchanged Shares (a) if such Exchanged Shares are registered under French securities laws or (b) if Fargo provides ▇▇▇▇▇ with an opinion of counsel (which may not be available counsel for ▇▇▇▇▇) reasonably acceptable to ▇▇▇▇▇ to the Subscriber for the resale effect that a public sale or transfer of the Securities until the following conditions are met: (i) the issuer of the such Exchanged Shares may be made without registration under French securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionslaws.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act Act, and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transferCompany. Absent registration or another available exemption from registration, the Subscriber agrees that it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof)Securities. The Subscriber further understands and acknowledges the Securities and Exchange Commission (the “SEC”) has taken the position the Subscriber would be considered a promoter under the Securities Act and that because promoters or affiliates of a blank check company and their transferees, both before and after a business combination, would act as “underwriters” under the Company is a shell Securities Act when reselling the securities of that blank check company. Accordingly, Rule 144 may promulgated under the Securities Act will not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and 144, in which event the release or waiver of any contractual transfer restrictionsresale transactions would need to be made through a registered offering.

Restrictions on Transfer. The Subscriber acknowledges undersigned understands and understands agrees that ------------------------ stop transfer instructions with respect to the Placement Units are being offered shares of Premier Common Stock received by the undersigned pursuant to the Merger will be given to Premier's transfer agent and that there will be placed on the certificates for such shares, or shares issued in substitution thereof, a transaction legend stating in substance: "The shares represented by this certificate were issued pursuant to a business combination which is accounted for as a "pooling of interests" and may not involving a public offering be sold, nor may the owner thereof reduce his risks relative thereto in any way, until such time as Premier has published the United States within financial results covering at least 30 days of combined operations after the meaning effective date of the Securities Actmerger through which the business combination was effected. The Securities have In addition, the shares represented by this certificate may not been registered be sold, transferred or otherwise disposed of except or unless (a) covered by an effective registration statement under the Securities Act andof 1933, if as amended, (b) in accordance with (i) Rule 145(d) (in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant case of shares issued to an effective registration statement filed under individual who is not an affiliate of Premier) or (ii) Rule 144 (in the Securities Act, (B) pursuant case of shares issued to an exemption from registration under Rule 144 promulgated under individual who is an affiliate of Premier) of the Securities Rules and Regulations of such Act, if available, or (Cc) pursuant in accordance with a legal opinion satisfactory to any other available exemption counsel for Premier that such sale or transfer is otherwise exempt from the registration requirements of such Act." Such legend will also be placed on any certificate representing Premier securities issued subsequent to the Securities Act, and in each case in accordance with any applicable securities laws original issuance of Premier Common Stock pursuant to the Merger as a result of any state stock dividend, stock split or any other jurisdictionrecapitalization as long as Premier Common Stock issued to the undersigned pursuant to the Merger has not been transferred in such manner to justify the removal of the legend therefrom. Notwithstanding If the foregoingprovisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the Premier Common Stock received by the undersigned pursuant to the Merger, or at the Subscriber acknowledges and understands expiration of the Securities are subject restrictive period set forth in Rule 145(d), Premier, upon the request of the undersigned, will cause the certificates representing the shares of Premier Common Stock issued to transfer restrictions as described the undersigned in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed connection with the Merger to be made, as a condition precedent to reissued free of any such transfer, the Subscriber may be required to deliver legend relating to the Company restrictions set forth in Rules 144 and 145(d) upon receipt by Premier of an opinion of its counsel satisfactory to the Company with respect to effect that such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 legend may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsremoved.

Restrictions on Transfer. (a) The Subscriber acknowledges Purchaser understands and understands agrees that the Placement Units Securities are being offered in a transaction not involving a public offering subject to the transfer restrictions specified herein and in the United States within Warrants, and that the meaning of the Securities Act. The Securities have not been registered under the Securities Act andor the securities laws of any state or other jurisdiction; accordingly, if the Securities (including the Warrant Shares) must be held indefinitely unless they are subsequently registered or unless, in the future opinion of counsel reasonably acceptable to the Subscriber decides to offerCompany, resell, pledge a sale or otherwise transfer the Securities, such Securities may be offeredmade in compliance with the provisions of this Subscription Agreement and the Warrants, resoldas the case may be, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from and without registration under Rule 144 promulgated under United States securities laws and the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding . (b) The Purchaser further agrees that legends may be placed on the Securities restricting the transfer thereof, and that appropriate notations may be made in the Company’s stock books and stop transfer instructions placed with the transfer agent of the Common Stock, each in a manner generally consistent with the foregoing, . (c) The Purchaser is aware of the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer provisions of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the which, in substance, permit limited public resale of the Securities until the following conditions are met: (i) “restricted securities” acquired by non-affiliates of the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) thereof, directly or indirectly, from the issuer (or from an affiliate of the securities is such issuer), in a non-public offering subject to the reporting requirements satisfaction of certain conditions, if applicable, including, among other things, the availability of certain public information about the Company and the resale occurring not less than six (6) months after the party has purchased and paid for the securities to be sold. (d) The Purchaser further understands that at the time the Purchaser wishes to sell Securities (including any Warrant Shares issued or issuable upon exercise of the Warrants) there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not have filed all reports and other materials required under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials)amended, other than Form 8-K reports; , during the preceding 12 months, and that, in such event, because the Company is a former “shell company” as contemplated under paragraph (ivi) at least one year has elapsed from of Rule 144, Rule 144 will not be available to the Purchaser. (e) The Purchaser further understands that, because the Company is a former “shell company” as contemplated under paragraph (i) of Rule 144, regardless of the amount of time that the issuer Purchaser holds the Securities, sales of the Securities may only be made under Rule 144 upon the satisfaction of certain conditions, including that the Company has filed current Form 10 type information with the SEC reflecting its status SEC, during the 12 months preceding the sale, all quarterly and annual reports required under the Securities Exchange Act of 1934, as amended; and that, accordingly, any restrictive legends placed on the Securities cannot be removed except in connection with an entity actual sale that is subject to an effective registration statement under, or an applicable exemption from the registration requirements of, the Securities Act, and “blanket” removals of any such restrictive legends will not a shell company, despite technical compliance with be possible. (f) The Purchaser further understands that in the event all of the requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A promulgated under the Securities Act, or some other registration exemption will be required; and that, notwithstanding the release fact that Rule 144 is not exclusive, the staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or waiver of any contractual transfer restrictionssales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC Securities and Exchange Commission (the “SEC”) reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer. The Subscriber Option and the Common Stock subject to the Option (collectively referred to as the "Securities") are subject to registration under the Security Act of 1933, as amended (the "Securities Act"), and any applicable state securities statutes. Optionee acknowledges that unless a registration statement with respect to the Securities is filed and understands declared effective by the Placement Units are being offered Securities and exchange Commission, and the appropriate state governing agency, the Securities have or will be issued in a transaction reliance on specific exemptions from such registration requirements for transactions by an issuer not involving a public offering in the United States within the meaning and specific exemptions under state statutes. Any disposition of the Securities Actmay, under certain circumstances, be inconsistent with such exemptions. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offeredoffered for sale, resoldsold, pledged or otherwise transferred only if (Ai) pursuant to an effective registration statement filed registered under the Securities Security Act, and in some cases, under the applicable state securities acts, or, if not registered, (Bii) only if pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the such registration requirements of and only after the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company Optionee provides an opinion of counsel or other evidence satisfactory to the Company to the effect that registration is not required. In some states, specific conditions must be met or approval of the securities regulatory authorities may be required before any such offer or sale. If Rule 144 is available (and no assurance is given that it would be), only routine sales of Common Stock in limited amounts can be made after one year following the acquisition date of the Securities, as determined under Rule 144(d), in accordance with the terms and conditions of Rule 144. The Company is under no obligation to make Rule 144 available. In the event Rule 144 is not available, compliance with Regulation A or some other disclosure exemption may be required before the Optionee can sell, transfer, or otherwise dispose of the Securities without registration. If the Securities are not registered, the Company may refuse to transfer the Securities to any transferee who does not furnish in writing to the Company the same representations and warranties set forth in this paragraph and agree to the same conditions with respect to such transferSecurities as are set forth herein. Absent The Company may further refuse to transfer the Securities if certain circumstances are present reasonably indicating that the proposed transferee's representations and warranties are not accurate. In any event, in the absence of an effective registration or another available exemption from registrationstatement covering the Securities, the Subscriber agrees it will not resell Company may refuse to consent to any transfer in the Securities (unless otherwise permitted pursuant absence of an opinion of legal counsel, satisfactory to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale and independent of counsel of the Securities until the following conditions are met: (i) the issuer of the securities Company, that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities such proposed transfer is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information consistent with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 above conditions and the release or waiver of any contractual transfer restrictionsapplicable securities laws.

Restrictions on Transfer. The Subscriber acknowledges (a) Such Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a "QIB") and understands an institutional "accredited investor" within the Placement Units meaning of Regulation D under the Securities Act. Each Purchaser, severally and not jointly, agrees with the Company that it will not solicit offers for, or offer or sell, such Securities by any form of general solicitation or general advertising (as those terms are being offered used in a transaction not Regulation D under the Securities Act) or in any manner involving a public offering in the United States within the meaning of Section 4(2) of the Securities Act. The Securities have Each Purchaser, severally and not been registered under the Securities Act andjointly, if in the future the Subscriber decides agrees to offer, resell, pledge sell or otherwise transfer the Securities, such Securities may be offeredprior to the date which is two years after the Closing Date, resold, pledged or otherwise transferred only (Aa) to the Company or any parent or subsidiary thereof, (b) for so long as the Securities are eligible for resale pursuant to Rule 144A, to a person it reasonably believes is a QIB that purchases for its own account or for the account of a QIB to which notice is given that the transfer is being made in reliance on Rule 144A, (c) pursuant to an effective a registration statement filed which has been declared effective under the Securities Act, or (Bd) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other another available exemption from the registration requirements of the Securities ActAct and applicable state securities or "blue sky" laws, subject to the Company's and the Trustee's right prior to any such offer, sale or transfer pursuant to clause (d) to require the delivery of an opinion of counsel, certification and/or other information reasonably satisfactory to each of them, and in each case of the foregoing cases, a certificate of transfer in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, form specified in the Subscriber acknowledges Indenture and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, completed and delivered by the Subscriber may be required to deliver transferor to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsTrustee.

Restrictions on Transfer. The Subscriber It acknowledges and understands the Private Placement Units Securities are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Private Placement Securities have not been registered under the Securities Act Act, and, if in the future the Subscriber future, it decides to offer, resell, pledge or otherwise transfer the Private Placement Securities, such Securities and Restricted Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities ActAct (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber It agrees that if any transfer of its Securities Securities, the Restricted Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber it may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transferCompany. Absent registration or another available exemption from registration, the Subscriber it agrees it will not resell the Securities (unless otherwise permitted pursuant to or the terms hereof)Restricted Shares. The Subscriber It further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber it for the resale of the Securities or the Restricted Shares until the one year anniversary following conditions are met: (i) the issuer consummation of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer initial Business Combination of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell companyCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units Securities are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and and, in each case case, in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 6 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the one-year anniversary following conditions are met: (i) the issuer consummation of the securities that was formerly a shell company has ceased to be a shell company; Initial Business Combination (ii) as such term is defined in the issuer of the securities is subject to the reporting requirements of Section 13 or 15(dUnderwriting Agreement) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell companyCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units are being offered in a transaction not involving a public offering in the United States within the meaning 2.1 No shares of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge Stock awarded hereunder or otherwise transfer the Securities, such Securities any interest therein may be offeredsold, resoldtransferred, assigned, pledged or otherwise transferred only disposed of (A) pursuant any such action being hereinafter referred to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any “Disposition” of shares) by the Grantee until such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company time as this restriction lapses with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted shares pursuant to Section 3 hereof. 2.2 Grantee agrees that a restrictive legend in substantially the terms hereof). following form may be placed on the certificate or book-entry account representing the shares of Stock awarded hereunder: “The Subscriber further acknowledges that because the Company is a shell companysale, Rule 144 may not be available to the Subscriber for the resale transfer, assignment, pledge or other disposition of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities shares represented by this certificate is subject to the reporting requirements restrictions set forth in the Mellon Financial Corporation Long-Term Profit Incentive Plan (2004) and in the Performance Accelerated Restricted Stock Agreement executed thereunder dated as of Section 13 [GRANT DATE], copies of each of which are available for inspection at the principal office of Mellon Bank, N.A. No such transaction shall be recognized as valid or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical effective unless there shall have been compliance with the requirements terms and conditions of Rule 144 and such Agreement.” 2.3 Grantee hereby authorizes the release Corporation or waiver its agents to retain custody of the certificates or book-entry account representing the Stock awarded hereunder until such time as the restrictions on Disposition lapse. As soon as practicable after the date on which restrictions on Disposition of any contractual shares lapse, the Corporation will either (i) cause to be delivered to Grantee (which delivery may be by Mellon interoffice mail or by the U.S. mail at the last address for Grantee then indicated in the Corporation’s records) certificates for such shares registered in the name of Grantee or (ii) credit such shares to (or retain such shares in) a book-entry account in Grantee’s name, in either case with the restrictive legend described in Section 2.2 hereof removed. As soon as practicable after the signing of this Agreement, Grantee shall deliver to the Corporation’s Executive Compensation area (AIM No. 151-0722), a signed copy of this Agreement. 2.4 Grantee understands that the transfer restrictionsagent for the Stock will be instructed to effect transfers of the shares of Stock awarded hereunder only upon satisfaction of the conditions set forth herein and in the Plan.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC Securities and Exchange Commission (“SEC”) reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer. The Subscriber acknowledges and understands the Private Placement Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, available or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material materials required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; reports and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer. The Subscriber acknowledges A Member may Transfer his, her or its Membership Interest only in compliance with this Article. An attempted Transfer of all or a portion of a Member’s Membership Interests that is not in compliance with this Article shall be null and understands void. A Transferee may not become a substitute Member without the Placement Units are being offered in a transaction consent of the Manager. Such consent may not involving a public offering be unreasonably withheld, provided that the Transfer and the transferee comply with all the provisions of this Agreement and relevant law. No Membership Interests may be transferred if, in the United States within the meaning sole and absolute discretion of the Manager, such a Transfer would jeopardize the availability of exemptions from registration under federal securities laws, the tax status of the LLC or cause termination of the LLC for federal income tax purposes. Restrictions have been placed upon the ability of Investors to resell or otherwise dispose of any Membership Interests purchased hereunder including (without limitation) the following: (1) No member may resell or otherwise transfer any Membership Interests without the satisfaction of certain conditions designed to comply with applicable tax and securities laws, including (without limitation) the requirement that certain legal opinions be provided to the Manager with respect to such matters at the expense of the Member requesting such transfer. The transferee must meet the same Investor qualifications as the Members admitted during the Offering Period. (2) If the Securities Commissioner imposes a transfer restriction on the Membership Interests, they may not be sold or transferred without the prior written consent of the Commissioner, except as permitted in the Commissioner’s Rules. (3) The Membership Interests have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemptions provided for under Section 4(2) and Rule 506 thereunder. The Membership Interests may not be sold or otherwise transferred without registration under the Securities Act or pursuant to an exemption therefrom. (4) A legend will be placed upon all instruments evidencing ownership of Membership Interests in the LLC stating that the Membership Interests have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and set forth the foregoing limitations on resale. Notations regarding these limitations shall be made in each case in accordance with any applicable securities laws the appropriate records of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company LLC with respect to such all Membership Interests offered hereby. The foregoing steps will also be taken in connection with the issuance of any new instruments for any Membership Interests that are presented for transfer, to the extent the Manager deems appropriate. (5) The LLC will charge a minimum transfer fee of Five Hundred Dollars ($500) per transfer of ownership. Absent registration or another available exemption from registrationIf a Member transfers Membership Interests to more than one person, except transferees who will hold title together, the Subscriber agrees it transfer to each person will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is be considered a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsseparate transfer.

Restrictions on Transfer. The Subscriber acknowledges undersigned understands and understands agrees that stop transfer instructions with respect to the Placement Units are being offered in a transaction not involving a public offering in the United States within the meaning shares of the Securities ActSurviving Corporation Common Stock received by the undersigned pursuant to the Merger will be given to the Surviving Corporation's transfer agent and that there will be placed on the certificates for such shares, or shares issued in substitution thereof, a legend stating in substance: "The shares represented by this certificate were issued pursuant to a business combination which is accounted for as a "pooling of interests" and may not be sold, nor may the owner thereof reduce his risks relative thereto in any way, until such time as the Surviving Corporation has published the financial results covering at least 30 days of combined operations after the effective date of the merger through which the business combination was effected. The Securities have In addition, the shares represented by this certificate may not been registered be sold, transferred or otherwise disposed of except or unless (a) covered by an effective registration statement under the Securities Act andof 1933, if as amended, (b) in accordance with (i) Rule 145(d) (in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant case of shares issued to an effective registration statement filed under individual who is not an affiliate of the Securities Act, Surviving Corporation) or (Bii) pursuant Rule 144 (in the case of shares issued to an exemption from registration under Rule 144 promulgated under individual who is an affiliate of the Securities Surviving Corporation) of the Rules and Regulations of such Act, if available, or (Cc) pursuant in accordance with a legal opinion satisfactory to any other available exemption counsel for the Surviving Corporation that such sale or transfer is otherwise exempt from the registration requirements of such Act." Such legend will also be placed on any certificate representing the Securities Act, and in each case in accordance with any applicable Surviving Corporation securities laws issued subsequent to the original issuance of the Surviving Corporation Common Stock pursuant to the Merger as a result of any state stock dividend, stock split or any other jurisdictionrecapitalization as long as the Surviving Corporation Common Stock issued to the undersigned pursuant to the Merger has not been transferred in such manner to justify the removal of the legend therefrom. Notwithstanding If the foregoingprovisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the Surviving Corporation Common Stock received by the undersigned pursuant to the Merger, or at the expiration of the restrictive period set forth in Rule 145(d), the Subscriber acknowledges and understands Surviving Corporation, upon the Securities are subject request of the undersigned, will cause the certificates representing the shares of the Surviving Corporation Common Stock issued to transfer restrictions as described the undersigned in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed connection with the Merger to be made, as a condition precedent to reissued free of any such transfer, the Subscriber may be required to deliver legend relating to the Company restrictions set forth in Rules 144 and 145(d) upon receipt by the Surviving Corporation of an opinion of its counsel satisfactory to the Company with respect to effect that such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 legend may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsremoved.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 8 hereof. The Subscriber agrees that that, if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, transfer the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell transfer the Securities (unless otherwise permitted pursuant to the terms hereofLetter Agreement, as described in the Registration Statement). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the one year anniversary following conditions are met: (i) the issuer consummation of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell companyBusiness Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units B.1 Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer. The Subscriber Purchaser acknowledges and understands the Private Placement Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber Purchaser decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (Ai) pursuant to an effective registration statement filed under the Securities Act, (Bii) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (Ciii) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber Purchaser acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 6 hereof. The Subscriber Purchaser agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber Purchaser may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber Purchaser agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber Purchaser further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber Purchaser for the resale of the Securities until the one-year anniversary following conditions are met: (i) the issuer consummation of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer Business Combination of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell companyCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer. The Subscriber acknowledges and understands that the Placement Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities Warrants have not been registered under the Securities Act Act, and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the SecuritiesWarrants, such Securities Warrants may be offered, resold, pledged or otherwise transferred only only: (A) pursuant to an effective registration statement filed under the Securities Act, (B) to a non-U.S. person in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S of the Securities Act, (C) pursuant to the resale limitations set forth in Rule 905 of Regulation S, (D) pursuant to an exemption from registration under the Securities Act provided by Rule 144 promulgated under the Securities Act, thereunder (if available, ) or (CE) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. Notwithstanding The Subscriber acknowledges, agrees and covenants that it will not engage in hedging transactions with regard to the foregoing, Warrants prior to the Subscriber acknowledges and understands expiration of the distribution compliance period specified in Rule 903 of Regulation S promulgated under the Securities are subject to transfer restrictions as described Act, unless in Section 7 hereofcompliance with the Securities Act. The Subscriber agrees that if any transfer of its Securities Warrants or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transferCompany. Absent registration or another available exemption from registration, the Subscriber agrees that it will not resell the Securities (unless otherwise permitted pursuant securities constituting the Subscriber's Warrants to U.S. Persons or within the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsUnited States.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act Act, and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (Ai) pursuant to an effective registration statement filed under the Securities Act, (Bii) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (Ciii) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transferCompany. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities. Subscriber explicitly understands and acknowledges the Securities and Exchange Commission (unless otherwise permitted pursuant to the terms hereof)“SEC”) has taken the position the Subscriber would be considered a promoter under the Securities Act and that promoters or affiliates of a blank check company and their transferees, both before and after a business combination, would act as “underwriters” under the Securities Act when reselling the securities of that blank check company. The Subscriber further acknowledges that because the Company is a shell companyAccordingly, Rule 144 may promulgated under the Securities Act will not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and 144, in which event the release or waiver of any contractual transfer restrictionsresale transactions would need to be made through a registered offering.

Restrictions on Transfer. The Each Subscriber acknowledges and understands the Placement Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides Subscribers decide to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the each Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Each Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber Subscribers may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the each Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Each Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the such Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof7. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC U.S. Securities and Exchange Commission (the “SEC”) reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer. The (a) Subscriber acknowledges understands and understands agrees that the Placement Units are being offered in a transaction not involving a public offering in Note, the United States within the meaning Warrants and any Shares to be issued upon conversion of the Securities Act. The Securities Note or exercise of the Warrants (together, the “Securities”) have not been registered under the Securities Act andof 1933, if in the future Washington Securities Act or the Subscriber decides securities laws of any other state, and the Company has no obligation or current intention to offer, resell, pledge or otherwise transfer register the Securities, such and accordingly, the Securities must be held indefinitely unless they are subsequently registered or unless, in the opinion of counsel reasonably acceptable to the Company, a sale or transfer may be made without registration under Federal and state securities laws. Subscriber further agrees that any certificate evidencing the Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under bear a legend restricting the transfer of any of the Securities Actin a manner generally consistent with the foregoing. (b) Subscriber is aware of the provisions of Rule 144, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if availablewhich, in substance, permit limited public resale of “restricted securities” acquired by non-affiliates of the issuer thereof, directly or (C) pursuant to any other available exemption indirectly, from the registration requirements issuer (or from an affiliate of the Securities Actsuch issuer), and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is non-public offering subject to the reporting requirements satisfaction of certain conditions, if applicable, including, among other things, the availability of certain public information about the Company and the resale occurring not less than six (6) months after the party has purchased and paid for the securities to be sold. (c) Subscriber further understands that at the time Subscriber wishes to sell the Note or the Securities to be issued in connection therewith or upon conversion thereof there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not have filed all reports and other materials required under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials)amended, other than Form 8-K reports; , during the preceding 12 months, and (iv) at least one year has elapsed from that, in such event, because the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not Company used to be a “shell company” as contemplated under Rule 144(i), despite technical compliance with Rule 144 will not be available to Subscriber. (d) Subscriber further understands that in the event all of the requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the release fact that Rule 144 is not exclusive, the staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or waiver sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. (e) Notwithstanding the foregoing provisions of this Section 2, Subscriber will be permitted to transfer the Note and Warrants to any contractual transfer restrictionsindividual or entity that controls, is controlled by, or is under common control with Subscriber (each, an “Affiliate”), subject to applicable requirements of the federal and state securities laws.

Restrictions on Transfer. The Subscriber acknowledges undersigned understands that: (a) In reliance upon the representations and understands warranties set forth herein, the Placement Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Restricted Securities have not been registered under with the Securities and Exchange Commission (the "SEC"), and accordingly may not be offered, sold or otherwise transferred except in compliance with the Securities Act and, if (including any exemptions from registration thereunder); (b) The undersigned must bear the economic risk of the undersigned's investment in the future Restricted Securities indefinitely unless the Subscriber decides Restricted Securities are registered pursuant to offerthe Securities Act or, resellin the opinion of counsel in form and substance satisfactory to the Company, pledge an exemption from the registration requirement is available; (c) The undersigned cannot be assured that any exemption from the registration requirement will be available should the undersigned desire to transfer the Restricted Securities, and therefore, the undersigned may not be able to dispose of or otherwise transfer the Restricted Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Actcircumstances, in the amounts, or at the time proposed by the undersigned; (Bd) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if availablewhich provides for certain limited, or (C) pursuant to any other routine sales of unregistered securities, is not presently available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registrationthe Restricted Securities, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because and the Company is a shell company, Rule 144 may not under no obligation to furnish the information that might be available necessary to enable the Subscriber for the resale undersigned to sell any of the Restricted Securities until under Rule 144; and (e) Only the following conditions are metCompany may file a registration statement with the SEC, and except as may be provided in any written agreement between the Company the Holder: (i) the issuer of Company is under no obligation to do so with respect to the securities that was formerly a shell company has ceased to be a shell companyRestricted Securities; nor (ii) does the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required Company have any obligation to file such reports and materials), any other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information disclosure statement with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsrespect thereto.

Restrictions on Transfer. The Subscriber acknowledges and understands Until the Placement Units are being offered expiration of the Purchase Period, the Company will not sell, transfer or otherwise dispose of any Parent Shares acquired by it pursuant to this Agreement. (a) Following the termination of the Reorganization Agreement, Parent (sometimes referred to herein as the "Holder") may by written notice (a "Registration Notice") to the Company (the "Registrant") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "Registrable Securities") in order to permit the sale or other disposition of such shares pursuant to a transaction not involving a bona fide firm commitment underwritten public offering in which the United States within Holder and the meaning underwriters will effect as wide a distribution of such Registrable Securities as is reasonably practicable and will use reasonable efforts to prevent any person or group from purchasing through such offering shares representing more than 2% of the voting power of or 2% of the outstanding shares of Common Stock of the Registrant on a fully diluted basis (a "Permitted Offering"); provided, however, that any such Registration Notice must relate to a number of shares equal to at least 2% of the voting power of or 2% of the outstanding shares of Common Stock of the Registrant on a fully diluted basis and that any rights to require registration hereunder will terminate with respect to any shares that may be sold pursuant to Rule 144(k) under the Securities Act. The Registration Notice will include a certificate executed by the Holder and its proposed managing underwriter, which underwriter will be an investment banking firm of nationally recognized standing (the "Manager"), stating that (i) the Holder and the Manager have a good faith intention to commence a Permitted Offering and (ii) the Manager in good faith believes that, based on the then prevailing market conditions, it will be able to sell the Registrable Securities at a per share price equal to at least 80% of the per share average of the closing sale prices of the Registrant's Common Stock on the Nasdaq National Market for the twenty trading days immediately preceding the date of the Registration Notice. The Registrant will thereupon have the option exercisable by written notice delivered to the Holder within ten business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "Option Price") equal to the product of (i) the number of Registrable Securities so purchased and (ii) (x) if such Registrable Securities are Company Common Stock the per share average of the closing sale prices of the Registrant's Common Stock on the Nasdaq National Market for the twenty trading days immediately preceding the date of the Registration Notice and (y) if such shares are Company Series B Preferred Stock at a price equal to one hundred multiplied by the price obtained in subsection (x). Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principle executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds. (b) If the Registrant does not been registered elect to exercise its option to purchase pursuant to Section 7(a) with respect to all Registrable Securities, the Registrant will use all reasonable efforts to effect, as promptly as practicable, the registration under the Securities Act and, if and the listing on the exchange or market where the Company's Common Stock is then trading of the unpurchased Registrable Securities requested to be registered in the future Registration Notice; provided, however, that (i) the Subscriber decides Holder will not be entitled to offer, resell, pledge or otherwise transfer more than an aggregate of four effective registration statements hereunder and (ii) the Securities, Registrant will not be required to file any such Securities may be offered, resold, pledged or otherwise transferred only registration statement during any period of time (not to exceed 40 days after a Registration Notice in the case of clause (A) pursuant below or 90 days after a Registration Notice in the case of clauses (B) and (C) below) when (A) the Registrant is in possession of material non-public information which it reasonably believes would be detrimental to an effective be disclosed at such time and, in the opinion of counsel to such Registrant, such information would have to be disclosed if a registration statement were filed at that time; (B) the Registrant is required under the Securities Act, (B) pursuant Act to an exemption from include audited financial statements for any period in such registration under Rule 144 promulgated under the Securities Act, if available, statement and such financial statements are not yet available for inclusion in such registration statement; or (C) such Registrant determines, in its reasonable judgment, that such registration would interfere with any financing, acquisition or other material transaction involving the Registrant. If consummation of the sale of any Registrable Securities pursuant to any other available exemption from a registration hereunder does not occur within 180 days after the registration requirements filing with the SEC of the initial registration statement therefor, the provisions of this Section 7 will again be applicable to any proposed registration. The Registrant will use all reasonable efforts to cause any Registrable Securities Act, and in each case in accordance with any applicable registered pursuant to this Section 7 to be qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request and will continue such registration or qualification in effect in such jurisdictions; provided, however, that the Registrant will not be required to qualify to do business in, or consent to general service of process in, any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities jurisdiction by reason of this provision. (c) The registration rights set forth in this Section 7 are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees the condition that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any the Holder will provide the Registrant with such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company information with respect to the Holder's Registrable Securities, the plan for distribution thereof, and such transferother information with respect to the Holder as, in the reasonable judgment of counsel for the Registrant, is necessary to enable the Registrant to include in a registration statement all material facts required to be disclosed with respect to a registration thereunder. (d) A registration effected under this Section 7 will be effected at the Registrant's expense, except for underwriting discounts and commissions and the fees and expenses of counsel to the Holder, and the Registrant will provide to the underwriters such documentation (including certificates, opinions of counsel and "comfort" letters from auditors) as are customary in connection with underwritten public offerings and as such underwriters may reasonably require. Absent registration or another available exemption from In connection with any registration, the Subscriber agrees it will not resell Holder and the Securities (unless otherwise permitted pursuant Registrant agree to the terms hereof). The Subscriber further acknowledges that because the Company is a shell companyenter into an underwriting agreement reasonably acceptable to each such party, Rule 144 may not be available to the Subscriber in form and substance customary for the resale transactions of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 this type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsunderwriters participating in such offering.

Restrictions on Transfer. The Subscriber Option and the Common Stock subject to the Option (collectively referred to as the “Securities”) are subject to registration under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities statutes. Optionee acknowledges that unless a registration statement with respect to the Securities is filed and understands declared effective by the Placement Units are being offered Securities and Exchange Commission and the appropriate state governing agency, the Securities have or will be issued in a transaction reliance on specific exemptions from such registration requirements for transactions by an issuer not involving a public offering in the United States within the meaning and specific exemptions under state statutes. Any disposition of the Securities Actmay, under certain circumstances, be inconsistent with such exemptions. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offeredoffered for sale, resoldsold, pledged or otherwise transferred only if (Ai) pursuant to an effective registration statement filed registered under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any some cases, under the applicable state securities laws of any state or any other jurisdiction. Notwithstanding acts, or, if not registered, (ii) only if pursuant to an exemption from such registration requirements and only after the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company Optionee provides an opinion of counsel or other evidence satisfactory to the Company to the effect that registration is not required. In some states, specific conditions must be met or approval of the securities regulatory authorities may be required before any such offer or sale. If Rule 144 is available (and no assurance is given that it will be), only routine sales of the Common Stock in limited amounts can be made after six months following the acquisition date of the Securities, as determined under Rule 144(d), in accordance with the terms and conditions of Rule 144. The Company is under no obligation to make Rule 144 available. In the event Rule 144 is not available, compliance with Regulation A or some other disclosure exemption may be required before the Optionee can sell, transfer, or otherwise dispose of the Securities without registration. The Company and its registrar and transfer agent will maintain a stop transfer order against the transfer of the Securities, and any certificate representing the Securities will bear a legend in substantially the following form so restricting the sale or other transfer thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT. If the Securities are not registered, the Company may refuse to transfer the Securities to any transferee who does not furnish in writing to the Company the same representations and warranties set forth in this paragraph and agree to the same conditions with respect to such transferSecurities as are set forth herein. Absent The Company may further refuse to transfer the Securities if certain circumstances are present reasonably indicating that the proposed transferee’s representations are not accurate. In any event, in the absence of an effective registration or another available exemption from registrationstatement covering the Securities, the Subscriber agrees it will not resell Company may refuse to consent to any transfer in the Securities (unless otherwise permitted pursuant absence of an opinion of legal counsel, satisfactory to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale and independent of counsel of the Securities until the following conditions are met: (i) the issuer of the securities Company, that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities such proposed transfer is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information consistent with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 above conditions and the release or waiver of any contractual transfer restrictionsapplicable securities laws.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units Shares are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities Shares have not been registered under the Securities Act Act, and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the SecuritiesShares, such Securities Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transferCompany. Absent registration or another available exemption from registration, the Subscriber agrees it that he will not resell the Securities (unless otherwise permitted pursuant to the terms hereof)Shares. The Subscriber further understands and acknowledges the Securities and Exchange Commission (the “SEC”) has taken the position the Subscriber would be considered a promoter under the Securities Act and that because promoters or affiliates of a blank check company and their transferees, both before and after a business combination, would act as “underwriters” under the Company is a shell Securities Act when reselling the securities of that blank check company. Accordingly, Rule 144 may promulgated under the Securities Act will not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, Shares despite technical compliance with the requirements of Rule 144 and 144, in which event the release or waiver of any contractual transfer restrictionsresale transactions would need to be made through a registered offering.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act Act, and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transferCompany. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof)Securities. The Subscriber further understands and acknowledges the Securities and Exchange Commission (the “SEC”) has taken the position the Subscriber would be considered a promoter under the Securities Act and that because promoters or affiliates of a blank check company and their transferees, both before and after a business combination, would act as “underwriters” under the Company is a shell Securities Act when reselling the securities of that blank check company. Accordingly, Rule 144 may promulgated under the Securities Act will not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and 144, in which event the release or waiver of any contractual transfer restrictionsresale transactions would need to be made through a registered offering.

Restrictions on Transfer. The In addition to the restrictions contained in the Escrow Agreement (as defined below), Subscriber acknowledges and understands the Placement Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act Act, and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transferCompany. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities. Subscriber explicitly understands and acknowledges the Securities and Exchange Commission (unless otherwise permitted pursuant to the terms hereof)“SEC”) has taken the position the Subscriber would be considered a promoter under the Securities Act and that promoters or affiliates of a blank check company and their transferees, both before and after a business combination, would act as “underwriters” under the Securities Act when reselling the securities of that blank check company. The Subscriber further acknowledges that because the Company is a shell companyAccordingly, Rule 144 may promulgated under the Securities Act will not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and 144, in which event the release or waiver of any contractual transfer restrictionsresale transactions would need to be made through a registered offering.

Restrictions on Transfer. (a) Restricted Shares may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. (b) The Subscriber acknowledges Employee represents and understands warrants to the Placement Units are being offered Company as follows: (i) The Employee will hold the Award Shares for investment for his account only and not with a view to, or for resale in a transaction not involving a public offering in the United States connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act. ”). (ii) The Securities Employee understands that the Award Shares have not been registered under the Securities Act andby reason of a specific exemption therefrom and that the Award Shares must be held indefinitely, if unless they are subsequently registered under the Securities Act or the Employee obtains an opinion of counsel, in form and substance satisfactory to the future Company and its counsel, that such registration is not required. The Employee further acknowledges and understands that the Subscriber decides Company is under no obligation to offer, resell, pledge or otherwise transfer register the Securities, such Award Shares. (iii) The Employee is aware of the adoption of Rule 144 by the Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed and Exchange Commission under the Securities Act, (B) pursuant which permits limited public resales of securities acquired in a non-public offering, subject to an exemption from registration under the satisfaction of certain conditions, including without limitation the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three month period not exceeding specified limitations. The Employee acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (iv) The Employee will not sell, transfer or otherwise dispose of the Award Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Employee agrees that he will not dispose of the Award Shares unless and until he has complied with all requirements of this Agreement applicable to the disposition of Award Shares and he has provided the Company with written assurances, if availablein substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Award Shares under the Securities Act or (C) pursuant to any other available exemption from all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Award Shares under state securities law. (v) The Employee has been furnished with, and has had access to, such information as he considers necessary or appropriate for deciding whether to invest, including by way of performing services for the Company, in the Award Shares, and the Employee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Award Shares. (vi) The Employee is aware that his investment in the Company is a speculative investment which has limited liquidity and is subject to the risk of complete loss. The Employee is able, without impairing his financial condition, to hold the Award Shares for an indefinite period and to suffer a complete loss of his investment in the Award Shares. (c) Regardless of whether the offer or sale of the Award Shares have been registered or qualified under the Federal or state securities laws, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of the Award Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, and in each case in accordance with any applicable the securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. law. (d) The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may Company shall not be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer transfer on its books any Award Shares that have been sold or transferred in contravention of the securities that was formerly a shell company has ceased to be a shell company; this Agreement or (ii) treat as the issuer owner of the securities is subject Award Shares, or otherwise to the reporting requirements accord voting, dividend or liquidation rights to, any transferee to whom Award Shares have been transferred in contravention of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsthis Agreement.

Restrictions on Transfer. The Subscriber Each of the Subscribers acknowledges and understands the Placement Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the any Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, each of the Subscriber Subscribers acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber Each of the Subscribers agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber it may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, each of the Subscriber Subscribers agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber Each of the Subscribers further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber it for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K reportsK; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units Securities are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 6 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the one-year anniversary following conditions are met: (i) the issuer consummation of the securities that was formerly a shell company has ceased to be a shell company; initial Business Combination (ii) as such term is defined in the issuer of the securities is subject to the reporting requirements of Section 13 or 15(dUnderwriting Agreement) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell companyCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer. The Subscriber acknowledges (a) On the 2011-1 Closing Date, the Issuer shall sell the Series 2011-1 Notes to the Initial Purchaser pursuant to the Series 2011-1 Note Purchase Agreement and understands deliver such Series 2011-1 Notes in accordance herewith and therewith. Thereafter, no Series 2011-1 Note may be sold, transferred or otherwise disposed of except in compliance with the Placement Units provisions of the Indenture and except as follows: (A) to Persons that the transferring Person reasonably believes are being offered Qualified Institutional Buyers in a transaction not involving a public offering reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A promulgated thereunder (“Rule 144A”); (B) in offshore transactions in reliance on Regulation S under the United States Securities Act (“Regulation S”); (C) to institutional “accredited investors” within the meaning of the Securities Act. The Securities have not been registered Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and, if (“Institutional Accredited Investors”) that take delivery of such Series 2011-1 Note in an amount of at least $250,000 and that deliver an Investment Letter substantially in the future form of Exhibit C to the Subscriber decides Indenture to offer, resell, pledge or otherwise transfer the Securities, Indenture Trustee; or (D) to a Person who is taking delivery of such Securities may be offered, resold, pledged or otherwise transferred only (A) Series 2011-1 Notes pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption a transaction that is otherwise exempt from the registration requirements of the Securities Act, as confirmed in an Opinion of Counsel by such Person or its transferor addressed to the Indenture Trustee and in each case the Issuer, which counsel and opinion are satisfactory to the Indenture Trustee and the Issuer. The Indenture Trustee shall have no obligations or duties with respect to determining whether any transfers of the Series 2011-1 Notes are made in accordance with any applicable securities laws of any state the Securities Act or any other jurisdiction. Notwithstanding the foregoinglaw; provided that with respect to Definitive Notes, the Subscriber acknowledges Indenture Trustee shall enforce the applicable transfer restrictions in accordance with the terms set forth in this Section 206(a). (b) Each purchaser (other than the Initial Purchaser) of the Series 2011-1 Notes (including any purchaser, other than the Initial Purchaser, of an interest in the Series 2011-1 Notes which are Global Notes) shall be deemed to have acknowledged and understands agreed as follows: (i) It is (A) a qualified institutional buyer as defined in Rule 144A (“Qualified Institutional Buyer”) and is acquiring such Series 2011-1 Notes for its own institutional account or for the account or accounts of a Qualified Institutional Buyer or (B) purchasing such Series 2011-1 Notes in a transaction exempt from registration under the Securities are Act and in compliance with the provisions of this Supplement and in compliance with the legend set forth in clause (iv) below or (C) not a U.S. Person as defined in Regulation S (a “U.S. Person”) and is acquiring such Series 2011-1 Notes outside of the United States. (ii) It is purchasing one or more Series 2011-1 Notes in an amount of at least $250,000 and it understands that such Series 2011-1 Notes may be resold, pledged or otherwise transferred only in an amount of at least $250,000. (iii) It represents and warrants to the Issuer, the Indenture Trustee and the Initial Purchaser, that either (i) it is not acquiring the Series 2011-1 Note with the plan assets of a Benefit Plan or any other plan that is subject to transfer restrictions as described in a law that is similar to Title I of ERISA or Section 7 hereof. The Subscriber agrees that if any transfer 4975 of its Securities the Code or (ii) the acquisition, holding and disposition of the Series 2011-1 Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any interest therein similar applicable law. (iv) It understands that the Series 2011-1 Notes are being transferred to it in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Series 2011-1 Notes, such Series 2011-1 Notes may be resold, pledged or transferred only in accordance with applicable state securities laws and (1) in a transaction meeting the requirements of Rule 144A, to a Person that the seller reasonably believes is proposed a Qualified Institutional Buyer that purchases for its own account (or for the account or accounts of a Qualified Institutional Buyer) and to be madewhom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (2) (A) to a Person that is an Institutional Accredited Investor, is taking delivery of such Series 2011-1 Notes in an amount of at least $250,000, and delivers an Investment Letter to the Indenture Trustee or (B) to a Person that is taking delivery of such Series 2011-1 Notes pursuant to a transaction that is otherwise exempt from the registration requirements of the Securities Act, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company confirmed in an opinion of counsel addressed to the Indenture Trustee, the Issuer and the transferor, which counsel and opinion are satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registrationIndenture Trustee, the Subscriber agrees it Issuer and the transferor, or (3) in an offshore transaction in accordance with Rule 903 or 904 of Regulation S. (v) It is not a Competitor. (vi) It understands that each Series 2011-1 Note shall bear a legend substantially to the following effect: (vii) Each investor described in Section 206(a)(B) understands that the Series 2011-1 Notes have not and will not resell be registered under the Securities (unless otherwise permitted pursuant Act, that any offers, sales or deliveries of the Series 2011-1 Notes purchased by it in the United States or to U.S. Persons prior to the terms hereof). The Subscriber further acknowledges date that because is 40 days after the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale later of the Securities until the following conditions are met: (i) the issuer commencement of the securities that was formerly a shell company has ceased to be a shell company; distribution of the Series 2011-1 Notes and (ii) the issuer 2011-1 Closing Date, may constitute a violation of United States law, and that distributions of principal and interest will be made in respect of such Notes only following the delivery by the holder of a certification of non-U.S. beneficial ownership or the exchange of beneficial interest in Temporary Regulation S Global Notes for beneficial interests in the related Permanent Regulation S Global Notes (which in each case will itself require a certification of non-U.S. beneficial ownership), at the times and in the manner set forth in this Supplement. (viii) The Temporary Regulation S Global Notes representing the Series 2011-1 Notes sold to each investor described in Section 206(a)(B) will bear a legend to the following effect, unless the Issuer determines otherwise consistent with Applicable Law: (ix) The Indenture Trustee shall not permit the transfer of any Series 2011-1 Notes unless such transfer complies with the terms of the securities is subject foregoing legends and, in the case of a transfer (i) to an Institutional Accredited Investor (other than a Qualified Institutional Buyer), the transferee delivers a completed Investment Letter to the reporting Indenture Trustee, or (ii) to a Person other than a Qualified Institutional Buyer or an Institutional Accredited Investor, upon delivery of an Opinion of Counsel satisfactory to the Indenture Trustee, the Issuer and the Transferor, to the effect that the transferee is taking delivery of the Series 2011-1 Notes in a transaction that is otherwise exempt from the registration requirements of Section 13 or 15(d) of the Securities Exchange Act Act, which counsel and opinion are satisfactory to the Indenture Trustee, the Issuer and the Transferor. (c) Forms substantially in the form of 1934Exhibit(s) B through F, as amended (the “Exchange Act”); (iii) the issuer appropriate, shall be completed in connection with any transfer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8Series 2011-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions1 Notes. ARTICLE III Series 2011-1

Restrictions on Transfer. The Subscriber acknowledges (a) On the Series 2014-2 Closing Date, the Issuer shall sell the Series 2014-2 Notes to the Initial Purchasers pursuant to the Series 2014-2 Note Purchase Agreement and understands deliver such Series 2014-2 Notes in accordance herewith and therewith. Thereafter, no Series 2014-2 Note may be sold, transferred or otherwise disposed of except in compliance with the Placement Units provisions of the Indenture and except as follows: (i) to Persons that the transferring Person reasonably believes are being offered Qualified Institutional Buyers in a transaction not involving a public offering in reliance on the United States within exemption from the meaning registration requirements of the Securities Act. The Securities have not been registered Act provided by Rule 144A promulgated thereunder (“Rule 144A”); (ii) in offshore transactions in reliance on Regulation S under the Securities Act and, if in the future the Subscriber decides (“Regulation S”); (iii) [RESERVED]; or (iv) to offer, resell, pledge or otherwise transfer the Securities, a Person who is taking delivery of such Securities may be offered, resold, pledged or otherwise transferred only (A) Series 2014-2 Notes pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption a transaction that is otherwise exempt from the registration requirements of the Securities Act, as confirmed in an Opinion of Counsel by such Person or its transferor addressed to the Indenture Trustee and in each case the Issuer, which counsel and opinion are satisfactory to the Indenture Trustee and the Issuer. The Indenture Trustee shall have no obligations or duties with respect to determining whether any transfers of the Series 2014-2 Notes are made in accordance with any applicable securities laws of any state the Securities Act or any other jurisdiction. Notwithstanding the foregoinglaw; provided that with respect to Definitive Notes, the Subscriber acknowledges Indenture Trustee shall enforce the applicable transfer restrictions in accordance with the terms set forth in this Section 206(a). (b) Each purchaser (other than the Initial Purchasers) of the Series 2014-2 Notes (including any purchaser, other than the Initial Purchasers, of an interest in the Series 2014-2 Notes which are Global Notes) shall be deemed to have acknowledged and understands agreed as follows: (I) It is (A) a qualified institutional buyer as defined in Rule 144A (“Qualified Institutional Buyer”) and is acquiring such Series 2014-2 Notes for its own institutional account or for the account or accounts of a Qualified Institutional Buyer or (B) purchasing such Series 2014-2 Notes in a transaction exempt from registration under the Securities are Act and in compliance with the provisions of this Supplement and in compliance with the legend set forth in clause (VI) below or (C) not a U.S. Person as defined in Regulation S (a “U.S. Person”) and is acquiring such Series 2014-2 Notes outside of the United States. (II) It is purchasing one or more Series 2014-2 Notes in an amount of at least $250,000 and it understands that such Series 2014-2 Notes may be resold, pledged or otherwise transferred only in an amount of at least $250,000. (III) It represents and warrants to the Issuer, the Indenture Trustee and the Initial Purchasers, that either (i) it is not acquiring any Series 2014-2 Note with the plan assets of a Benefit Plan or any other plan that is subject to transfer restrictions a law that is similar to Title I of ERISA or Section 4975 of the Code or (ii) (a) the Series 2014-2 Notes are rated investment grade or better and such person believes that such Series 2014-2 Notes are properly treated as described in indebtedness without substantial equity features for purposes of the Plan Asset Regulations, and agrees to so treat such Notes and (b) the acquisition, holding and disposition of the applicable Series 2014-2 Note will not give rise to a non-exempt prohibited transaction under Section 7 hereof406 of ERISA, Section 4975 of the Code or any similar applicable law. The Subscriber agrees Alternatively, regardless of the rating of the Series 2014-2 Notes, such Person may provide the Indenture Trustee and the Issuer with an Opinion of Counsel, which Opinion of Counsel will not be at the expense of the Issuer, the Indenture Trustee, the Manager or any successor Manager which opines that if any the purchase, holding and transfer of its Securities such Series 2014-2 Note or any interest therein is proposed permissible under applicable law, will not constitute or result in a non exempt prohibited transaction under ERISA or Section 4975 of the Code or any similar applicable law, and will not subject the Issuer, the Indenture Trustee, the Manager or any successor Manager to any obligation in addition to those undertaken in the Indenture. (IV) It understands that the Series 2014-2 Notes are being transferred to it in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Series 2014-2 Notes, such Series 2014-2 Notes may be maderesold, pledged or transferred only in accordance with applicable state securities laws and (1) in a transaction meeting the requirements of Rule 144A, to a Person that the seller reasonably believes is a Qualified Institutional Buyer that purchases for its own account (or for the account or accounts of a Qualified Institutional Buyer) and to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (2) to a Person that is taking delivery of such Series 2014-2 Notes pursuant to a transaction that is otherwise exempt from the registration requirements of the Securities Act, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company confirmed in an opinion of counsel addressed to the Indenture Trustee, the Issuer and the transferor, which counsel and opinion are satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registrationIndenture Trustee, the Subscriber agrees it Issuer and the transferor, or (3) in an offshore transaction in accordance with Rule 903 or 904 of Regulation S. (V) It is not a Competitor. (VI) It understands that each Series 2014-2 Note shall bear a legend substantially to the following effect: (VII) Each investor described in Section 206(a)(ii) understands that the Series 2014-2 Notes have not and will not resell be registered under the Securities (unless otherwise permitted pursuant Act, that any offers, sales or deliveries of the Series 2014-2 Notes purchased by it in the United States or to U.S. Persons prior to the terms hereof). The Subscriber further acknowledges date that because is 40 days after the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale later of the Securities until the following conditions are met: (i) the issuer commencement of the securities that was formerly a shell company has ceased to be a shell company; distribution of the Series 2014-2 Notes and (ii) the issuer Series 2014-2 Closing Date, may constitute a violation of United States law, and that distributions of principal and interest will be made in respect of such Notes only following the delivery by the holder of a certification of non-U.S. beneficial ownership or the exchange of beneficial interest in Temporary Regulation S Global Notes for beneficial interests in the related Permanent Regulation S Global Notes (which in each case will itself require a certification of non-U.S. beneficial ownership), at the times and in the manner set forth in this Supplement. (VIII) The Temporary Regulation S Global Notes representing the Series 2014-2 Notes sold to each investor described in Section 206(a)(B) will bear a legend to the following effect, unless the Issuer determines otherwise consistent with Applicable Law: (IX) The Indenture Trustee shall not permit the transfer of any Series 2014-2 Notes unless such transfer complies with the terms of the securities is subject foregoing legends and, in the case of a transfer to a Person other than a Qualified Institutional Buyer, upon delivery of an Opinion of Counsel satisfactory to the reporting Indenture Trustee, the Issuer and the Transferor, to the effect that the transferee is taking delivery of the Series 2014-2 Notes in a transaction that is otherwise exempt from the registration requirements of Section 13 or 15(d) of the Securities Exchange Act Act, which counsel and opinion are satisfactory to the Indenture Trustee, the Issuer and the Transferor. (c) A document substantially in the form of 1934Exhibit(s) B through F hereto, as amended (the “Exchange Act”); (iii) the issuer appropriate, shall be completed in connection with any transfer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8Series 2014-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions2 Notes.

Restrictions on Transfer. (a) The Subscriber acknowledges Purchaser understands and understands agrees that the Placement Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act or the securities laws of any state or other jurisdiction and, if accordingly, that the Securities must be held indefinitely unless they are subsequently registered or unless, in the future opinion of counsel reasonably acceptable to the Subscriber decides to offerCompany, resell, pledge a sale or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from made without registration under Rule 144 promulgated under United States securities laws and the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding jurisdiction The Purchaser further agrees that legends may be placed on the Securities restricting the transfer thereof, and that appropriate notations may be made in the Company’s stock books and stop transfer instructions placed with the transfer agent of the Securities, each in a manner generally consistent with the foregoing, the Subscriber acknowledges . (b) The Purchaser understands and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is currently under no obligation to register the Securities, and is not currently contemplating filing a shell company, Piggyback Registration Statement which would give rise to the rights detailed in Section 5 above. (c) The Purchaser is aware of the provisions of Rule 144 may not be available to promulgated under the Subscriber for the Securities Act (“Rule 144”) which, in substance, permit limited public resale of the Securities until the following conditions are met: (i) “restricted securities” acquired by non-affiliates of the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) thereof, directly or indirectly, from the issuer (or from an affiliate of the securities is such issuer), in a non-public offering subject to the reporting requirements satisfaction of certain conditions, if applicable, including, among other things, the availability of certain public information about the Company and the resale occurring not less than six (6) months after the party has purchased and paid for the securities to be sold. (d) The Purchaser further understands that at the time the Purchaser wishes to sell the Shares or the Securities to be issued in connection therewith or upon conversion thereof there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not have filed all reports and other materials required under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials)amended, other than Form 8-K reports; , during the preceding 12 months, and that, in such event, because the Company is a former “shell company” as contemplated under paragraph (ivi) at least one year has elapsed from of Rule 144, Rule 144 will not be available to the Purchaser. (e) The Purchaser further understands that, because the Company is a former “shell company” as contemplated under paragraph (i) of Rule 144, regardless of the amount of time that the issuer Purchaser holds the Securities, sales of the Securities may only be made under Rule 144 upon the satisfaction of certain conditions, including that the Company has filed current Form 10 type information with the SEC reflecting its status United States Securities and Exchange Commission (the “SEC”), during the 12 months preceding the sale, all quarterly and annual reports required under the Securities Exchange Act of 1934, as amended; and that, accordingly, any restrictive legends placed on the Securities cannot be removed except in connection with an entity actual sale that is subject to an effective registration statement under, or an applicable exemption from the registration requirements of, the Securities Act, and “blanket” removals of any such restrictive legends will not a shell company, despite technical compliance with be possible. (f) The Purchaser further understands that in the event all of the requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A promulgated under the Securities Act, or some other registration exemption will be required; and that, notwithstanding the release fact that Rule 144 is not exclusive, the staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or waiver of any contractual transfer restrictionssales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Absent a registration statement, or some registration exemption, the Purchaser may be forced to hold the Securities indefinitely.

Restrictions on Transfer. The Subscriber acknowledges Purchasers by acquiring any of the ------------------------ Purchaser Units hereunder, hereby covenants and understands the Placement Units are being offered in a transaction agrees that, except as herein provided, it will not involving a public offering in the United States directly or indirectly offer for sale or sell (within the meaning of the Securities Act. ) any of the Purchaser Units. (a) The Securities have not been registered Purchaser may offer or sell the Purchaser Units pursuant to: (i) an effective registration statement under the Securities Act and("Registration Statement") filed by the Company under Section 8 hereof, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only or (Aii) pursuant to an effective exemption from registration statement filed under the Securities Act, (B) pursuant provided that prior to an exemption from any such proposed transfer of the Purchaser Units, the Purchaser shall give written notice to the Company of the Purchaser's intention to effect such transfer, which notice shall be accompanied by such evidence as may be reasonably satisfactory to the Company that the proposed transfer of the Purchaser Units may be effected without registration under the Securities Acts whereupon the Purchaser shall be entitled to transfer the Purchaser Units in accordance with the terms of the notice delivered by the Purchaser to the Company, or (iii) the provisions of Rule 144 promulgated under the Securities Act, if available, applicable. (b) Any offer or sale of the Purchaser Units shall be made in accordance with the Federal and state securities laws (C) pursuant to any other available exemption from including the registration prospectus delivery requirements of the Securities Act), if applicable. (c) Notwithstanding any provision in this Section 10 to the contrary, the Partnership shall be permitted to transfer Preferred and in each case Warrants to any withdrawing partner thereof or as a result of the liquidation of the Partnership, all in accordance with any applicable the Partnership Agreement. Such securities laws of any state or any other jurisdiction. Notwithstanding transferred by the foregoing, the Subscriber acknowledges and understands the Securities are Partnership pursuant to this paragraph shall remain subject to transfer restrictions the other provisions of this Section 10. (d) Each of the Purchaser Units transferred as described above provided shall bear the appropriate restrictive legend set forth in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities 10.1 above except as provided in Section 8 or any interest therein is proposed to be madeif, as a condition precedent to any such transfer, in the Subscriber may be required to deliver to the Company an opinion of the legal counsel referred to above (which counsel and opinion (in form, scope and substance) shall be satisfactory to the Company Company), such legend is not required in order to establish compliance with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale any provisions of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer. The 2.1 Subscriber acknowledges that is acquiring the Securities for its own account and understands for the Placement Units are being offered in purpose of Investment and not with a transaction not involving a public offering in the United States view to any distribution or resale thereof within the meaning of the Securities Act of 1933, as amended (the "Act"), and any applicable state or other securities laws ("Other Securities Laws"). The Subscriber further agrees that it will not sell, assign or transfer any of the Securities so acquired in violation of the Act or Other Securities Laws and acknowledges that, in taking unregistered securities, it must continue to bear the economic risk of its investment for an indefinite period of time because such Securities have not been registered under the Act or Other Securities Act and, if in the future the Laws. Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, further acknowledges that such Securities may cannot be offeredtransferred unless they are registered under the Act and Other Securities Laws or an exemption from such registration is applicable to such transfer. 2.2 Subscriber acknowledges that appropriate legends reflecting the status of the Securities under the Act and Other Securities Laws will be placed on the face of the certificates for such Securities at the time of their transfer and delivery, resoldincluding, pledged without limitation, the following restrictive legend: "The Shares represented by this certificate have been acquired directly or otherwise transferred only (A) pursuant to an effective registration statement filed indirectly from the Issuer without being registered under the Securities ActAct of 1933, (B) pursuant to an exemption from registration as amended, or any other applicable securities laws, and are restricted securities as that term is defined under Rule 144 promulgated under the Securities Act. These shares may not be sold, if availablepledged, transferred, distributed or otherwise disposed of in any manner (C"Transfer") pursuant to any other available exemption from unless they are registered under the registration requirements of the Securities Act, Act and in each case in accordance with any applicable securities laws of any state laws, or any other jurisdiction. Notwithstanding unless the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein request for Transfer is proposed to be made, as accompanied by a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an favorable opinion of counsel counsel, reasonably satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registrationIssuer, stating that the Subscriber agrees it Transfer will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is result in a shell company, Rule 144 may not be available to the Subscriber for the resale violation of the Securities until the Act or any applicable state securities laws." 2.3 Immediately following conditions are met: (i) a transaction in which the issuer of the securities that was formerly Issuer becomes a shell public company has ceased to be a shell company; and (ii) any conversion by Subscriber, the issuer Issuer agrees to register all shares of the securities is subject to Common Stock owned by the reporting requirements of Section 13 or 15(d) of Subscriber under the Securities Exchange Act of 19341933, as amended (the “Exchange "Act”"), on a Form S-3 or other appropriate form of registration. In addition, in the event that the Issuer proposes to register any securities (the "Registration Shares") under the Act, other than pursuant to a registration statement on Form S-4 or S-8, or any successor to such forms, for the purpose of the sale or other transfer of the Registration Shares by Issuer, Subscriber shall have the right to request the Issuer to include its shares of Common Stock and/or Preferred Stock, as the case may be, in such registration under the Act or any other securities laws; provided, however, that if such registration is pursuant to an underwritten initial public offering and in the written opinion of the Issuer's managing underwriter for such offering, if any, the inclusion of all or a portion of the Subscriber's securities, when added to the securities being registered by the Issuer and any selling shareholder(s) of the Issuer other than the Subscriber, if any (iii) the issuer "Other Stockholders"), will exceed the maximum number of the Issuer's securities that can be marketed at the price that could otherwise be obtained or would otherwise materially adversely affect the offering, then the Issuer may first include i such registration all of the securities has filed all Exchange Act reports the Issuer proposes to sell, and material required the number of the Subscriber's securities and the Other Stockholders' securities that may be so included shall be allocated among the Subscriber and the Other Stockholders pro-rata on the basis of the number of shares that are requested to be filed, as applicable, during registered by Subscriber and the preceding 12 months (or such shorter period Other Stockholder(s). The parties hereto agree that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from cost of registration of Subscriber's securities shall be borne by the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsIssuer.

Restrictions on Transfer. The Subscriber acknowledges (a) Such Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”) and understands an institutional “accredited investor” within the Placement Units meaning of Regulation D under the Securities Act. Each Purchaser, severally and not jointly, agrees with the Company that it will not solicit offers for, or offer or sell, such Securities by any form of general solicitation or general advertising (as those terms are being offered used in a transaction not Regulation D under the Securities Act) or in any manner involving a public offering in the United States within the meaning of Section 4(2) of the Securities Act. The Securities have Each Purchaser, severally and not been registered under the Securities Act andjointly, if in the future the Subscriber decides agrees to offer, resell, pledge sell or otherwise transfer the Securities, such Securities may be offeredprior to the date which is two years after the Closing Date, resold, pledged or otherwise transferred only (Aa) to the Company or any parent or subsidiary thereof, (b) for so long as the Securities are eligible for resale pursuant to Rule 144A, to a person it reasonably believes is a QIB that purchases for its own account or for the account of a QIB to which notice is given that the transfer is being made in reliance on Rule 144A, (c) pursuant to an effective a registration statement filed which has been declared effective under the Securities Act, or (Bd) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other another available exemption from the registration requirements of the Securities ActAct and applicable state securities or “blue sky” laws, subject to the Company’s and the Trustee’s right prior to any such offer, sale or transfer pursuant to clause (d) to require the delivery of an opinion of counsel, certification and/or other information reasonably satisfactory to each of them, and in each case of the foregoing cases, a certificate of transfer in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, form specified in the Subscriber acknowledges Indenture and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, completed and delivered by the Subscriber may be required to deliver transferor to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsTrustee.

Restrictions on Transfer. (a) The Subscriber acknowledges Trust Certificate and understands the Placement Units are being offered in a transaction Transferor Certificates, including any Supplemental Certificates (or any interest therein), may not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act andbe sold, if in the future the Subscriber decides to offertransferred, resellassigned, pledge or otherwise transfer the Securities, such Securities may be offered, resoldparticipated, pledged or otherwise transferred only disposed of to any Person. (Ab) pursuant The Owner Trustee shall require that every Certificate issued or surrendered for registration of exchange shall be accompanied by an Internal Revenue Service Form W-9, duly executed by the Certificateholder or such Person’s attorney duly authorized in writing and the Owner Trustee shall deliver a copy of each Form W-9 to an effective registration statement filed the Servicer. (c) Pursuant to applicable law, including the Customer Identification Program requirements established under the Securities Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107 56 (signed into law October 26, 2001) and its implementing regulations (collectively, “USA PATRIOT Act”), the Financial Crimes Enforcement Network’s (BFinCEN) pursuant Customer Due Diligence Requirements and such other laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions (“Applicable Law”), the Owner Trustee is required to obtain on or before closing, and from time to time thereafter, documentation to verify and record information that identifies each person who opens an exemption account. For a non-individual person such as a business entity, a charity, a trust or other legal entity, the Owner Trustee will ask for documentation to verify the entity’s formation and existence, its financial statements, licenses, tax identification documents, identification and authorization documents from registration under Rule 144 promulgated under individuals claiming authority to represent the Securities Actentity and other relevant documentation and information (including beneficial owners of such entities). To the fullest extent permitted by Applicable Law, if availablethe Owner Trustee may conclusively rely on, or (C) pursuant and shall be fully protected and indemnified in relying on, any such information received. Failure to any other available exemption from the registration requirements provide such information may result in an inability of the Securities ActOwner Trustee to perform its obligations hereunder, and which, at the sole option of the Owner Trustee, may result in each case the Owner Trustee’s resignation in accordance with any applicable securities laws the terms hereof. In the event of any state change in beneficial ownership in the Trust (or any beneficial interest in that interest, regardless of form), such change shall be accompanied by IRS Form W-9, and such other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions documentation as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required by the Owner Trustee in order to deliver to the Company an opinion of counsel satisfactory to the Company comply with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsApplicable Law.

Restrictions on Transfer. The Subscriber acknowledges Holders acknowledge and understands the Placement Units are being offered in a transaction not involving a public offering understand ------------------------ that in the United States within absence of an effective Registration Statement authorizing the meaning resale of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Registrable Securities, such as provided herein, the Registrable Securities are "restricted securities" as defined in Rule 144. Holders understand that no disposition or transfer of the Registrable Securities may be offeredmade by Holders in the absence of (i) compliance with applicable laws; (ii) an opinion of counsel to the Purchaser, resold, pledged or otherwise transferred only (A) pursuant in form and substance reasonably satisfactory to an effective the Company that such transfer may be made without registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (Ciii) pursuant such registration. With a view to making available to Holders the benefits of Rule 144, the Company agrees to: (a) comply with the provisions of paragraph (c)(1) of Rule 144; and (b) furnish to any other available exemption from Holder, so long as the registration requirements of the Securities ActHolder owns any Registrable Securities, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are metforthwith upon request: (i) a written statement by the issuer of the securities Company that was formerly a shell company it has ceased to be a shell company; (ii) the issuer of the securities is subject to complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form. (c) to file with the Commission in a timely manner all reports and other documents required to be filed by the Company pursuant to Section 13 or 15(d) of under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filedand, as applicable, during the preceding 12 months (or such shorter period that the issuer was if at any time it is not required to file such reports but in the past had been required to or did file such reports, it will, upon the request of the Purchaser, make available other information as required by, and materials)so long as necessary to permit sales of, other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Registrable Securities pursuant to Rule 144 and the release or waiver of any contractual transfer restrictions144.

Restrictions on Transfer. The Subscriber Option and the shares of Common Stock subject to the Option (collectively referred to as the "Securities") are subject to registration under the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities statutes. Optionee acknowledges that unless a registration statement with respect to the Securities is filed and understands declared effective by the Placement Units are being offered Securities and Exchange Commission and the appropriate state governing agency, the Securities have or will be issued in a transaction reliance on specific exemptions from such registration requirements for transactions by an issuer not involving a public offering in the United States within the meaning and specific exemptions under state statutes. Any disposition of the Securities Actmay, under certain circumstances, be inconsistent with such exemptions. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offeredoffered for sale, resoldsold, pledged or otherwise transferred only if (Ai) pursuant to an effective registration statement filed registered under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any some cases, under the applicable state securities laws of any state or any other jurisdiction. Notwithstanding statutes, or, if not registered, (ii) only if pursuant to an exemption from such registration requirements and only after the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company Optionee provides an opinion of counsel or other evidence satisfactory to the Company to the effect that registration is not required. In some states, specific conditions must be met or approval of the securities regulatory authorities may be required before any such offer or sale. The Company is under no obligation to register the Securities with the Securities and Exchange Commission or any state agency. If rule 144 is available (and no assurance is given that it will be), only routine sales of the Common Stock in limited amounts can be made after one year following the acquisition date of the Securities, as determined under rule 144(d), in accordance with the terms and conditions of rule 144. The Company is under no obligation to make rule 144 available. In the event rule 144 is not available, compliance with regulation A or some other disclosure exemption may be required before the Optionee can sell, transfer, or otherwise dispose of the Securities without registration. The Company and its registrar and transfer agent will maintain a stop transfer order against the transfer of the Securities, and this Option and any other certificate or agreement representing the Securities is subject to the following legend: THE SECURITIES REPRESENTED BY THIS OPTION, AGREEMENT, OR CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT. The Company may refuse to transfer the Securities to any transferee who does not furnish in writing to the Company the same representations and warranties set forth in this paragraph and agree to the same conditions with respect to such transferSecurities as are set forth herein. Absent registration or another available exemption from registrationThe Company may further refuse to transfer the Securities if certain circumstances are present reasonably indicating that the proposed transferee's representations are not accurate. In any event, the Subscriber agrees it will not resell Company may refuse to consent to any transfer in the Securities (unless otherwise permitted pursuant absence of an opinion of legal counsel, satisfactory to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale and independent of counsel of the Securities until the following conditions are met: (i) the issuer of the securities Company, that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities such proposed transfer is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information consistent with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 above conditions and the release or waiver of any contractual transfer restrictionsapplicable securities laws.

Restrictions on Transfer. (a) The Subscriber acknowledges Purchaser understands and understands agrees that the Placement Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act or the securities laws of any state or other jurisdiction and, if accordingly, that the Securities must be held indefinitely unless they are subsequently registered or unless, in the future opinion of counsel reasonably acceptable to the Subscriber decides to offerCompany, resell, pledge a sale or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from made without registration under Rule 144 promulgated under United States securities laws and the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding jurisdiction The Purchaser further agrees that legends may be placed on the Securities restricting the transfer thereof, and that appropriate notations may be made in the Company’s stock books and stop transfer instructions placed with the transfer agent of the Securities, each in a manner generally consistent with the foregoing, . (b) The Purchaser is aware of the Subscriber acknowledges and understands provisions of Rule 144 promulgated under the Securities are subject to transfer restrictions as described Act (“Rule 144”) which, in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be madesubstance, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the permit limited public resale of the Securities until the following conditions are met: (i) “restricted securities” acquired by non-affiliates of the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) thereof, directly or indirectly, from the issuer (or from an affiliate of the securities is such issuer), in a non-public offering subject to the reporting requirements satisfaction of certain conditions, if applicable, including, among other things, the availability of certain public information about the Company and the resale occurring not less than six (6) months after the party has purchased and paid for the securities to be sold. (c) The Purchaser further understands that at the time the Purchaser wishes to sell the Shares or the Securities to be issued in connection therewith or upon conversion thereof there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not have filed all reports and other materials required under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials)amended, other than Form 8-K reports; , during the preceding 12 months, and that, in such event, because the Company is a former “shell company” as contemplated under paragraph (ivi) at least one year has elapsed from of Rule 144, Rule 144 will not be available to the Purchaser. (d) The Purchaser further understands that, because the Company is a former “shell company” as contemplated under paragraph (i) of Rule 144, regardless of the amount of time that the issuer Purchaser holds the Securities, sales of the Securities may only be made under Rule 144 upon the satisfaction of certain conditions, including that the Company has filed current Form 10 type information with the SEC reflecting its status United States Securities and Exchange Commission (the “SEC”), during the 12 months preceding the sale, all quarterly and annual reports required under the Securities Exchange Act of 1934, as amended; and that, accordingly, any restrictive legends placed on the Securities cannot be removed except in connection with an entity actual sale that is subject to an effective registration statement under, or an applicable exemption from the registration requirements of, the Securities Act, and “blanket” removals of any such restrictive legends will not a shell company, despite technical compliance with be possible. (e) The Purchaser further understands that in the event all of the requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A promulgated under the Securities Act, or some other registration exemption will be required; and that, notwithstanding the release fact that Rule 144 is not exclusive, the staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or waiver of any contractual transfer restrictionssales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units are being offered in a transaction (a) Canvasback shall not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act andsell, if in the future the Subscriber decides contract to offersell, reselltransfer, assign, pledge or otherwise transfer hypothecate the SecuritiesNew Convertible Note or any of its rights under the Agreement without the prior written consent of the Company, such Securities which the Company may be offeredwithhold at its sole discretion. (b) For the period commencing on the Amendment No. 2 Effective Date and terminating on the third anniversary of the Amendment No. 2 Effective Date (the "TRICKLE-OUT TERM") Canvasback shall not sell, resoldcontract to sell, pledged transfer, assign, pledge or otherwise transferred only hypothecate any number of Conversion Shares exceeding Five Percent (A5%) of the Company's Outstanding Shares (as defined below) in any calendar month without the Company's prior written permission which the Company may withhold at its sole discretion (the "TRICKLE-OUT RESTRICTIONS"). "OUTSTANDING SHARES" shall refer to the number of the Company's outstanding shares of common stock and shall be determined for any particular calendar month pursuant to the most recent public report or public statement released by the Company stating such number during or preceding such month. Canvasback acknowledges that, in addition to the Trickle-Out Restrictions, the Conversion Shares are subject to the restrictions on resale imposed by federal and state securities laws and/or the securities laws of any applicable foreign jurisdiction. Canvasback further acknowledges that for the period of time it is considered an effective registration statement filed under "affiliate" of the Company (as defined by the Securities ActAct of 1933, (Bas amended, and the rules promulgated thereunder) pursuant whether during the Trickle-Out Term or after, any sale of Company shares held by Canvasback will be subject to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements Act of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made1933, as a condition precedent to any such transferamended, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsincluding certain volume limitations on sales by affiliates.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC Securities and Exchange Commission (the “SEC”) reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer. The Subscriber acknowledges Option and understands the Placement Units Common Stock subject to the Option (collectively referred to as the "Securities") are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered subject to registration under the Securities Act andof 1933, if as amended (the "Securities Act"), and any applicable state securities statutes. Optionee acknowledges that unless a registration statement with respect to the Securities is filed and declared effective by the Securities and Exchange Commission and the appropriate state governing agency, the Securities have or will be issued in reliance on specific exemptions under state statutes. Any disposition of the future the Subscriber decides to offerSecurities may, resellunder certain circumstances, pledge or otherwise transfer the Securities, be inconsistent with such exemptions. The Securities may be offeredoffered for sale, resoldsold, pledged or otherwise transferred only if (Ai) pursuant to an effective registration statement filed registered under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any some cases, under the applicable state securities laws of any state or any other jurisdiction. Notwithstanding acts, or, if not registered, (ii) only if pursuant to an exemption from such registration requirements and only after the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company Optionee provides an opinion of counsel or other evidence satisfactory to the Company to the effect that registration is not required. In some states, specific conditions must be met or approval of the securities regulatory authorities may be required before any such offer or sale. If Rule 144 is available (and no assurance is given that it will be), only routine sales of the Common Stock in limited amounts can be made after one year following the acquisition date of the Securities, as determined under Rule 144(d), in accordance with the terms and conditions of Rule 144. The Company is under no obligation to make Rule 144 available. In the event Rule 144 is not available, compliance with Regulation A or some other disclosure exemption may be required before the Optionee can sell, transfer, or otherwise dispose of the Securities without registration. The Company and its registrar and transfer agent will maintain a stop transfer of the Securities, and any certificate representing the Securities will bear a legend in substantially the following form so restricting the sale or other transfer thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT. If the Securities are not registered, the Company may refuse to transfer the Securities to any transferee who does not furnish in writing to the Company the same representations and warranties set forth in this paragraph and agree to the same conditions with respect to such transferSecurities as are set forth herein. Absent The Company may further refuse to transfer the Securities if certain circumstances are present reasonably indicating that the proposed transferee's representations are not accurate. In any event, in the absence of an effective registration or another available exemption from registrationstatement covering the Securities, the Subscriber agrees it will not resell Company may refuse to consent to any transfer in the Securities (unless otherwise permitted pursuant absence of an opinion of legal counsel, satisfactory to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale and independent of counsel of the Securities until the following conditions are met: (i) the issuer of the securities Company, that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities such proposed transfer is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information consistent with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 above conditions and the release or waiver of any contractual transfer restrictionsapplicable securities laws.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units Shares are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities Shares have not been registered under the Securities Act Act, and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the SecuritiesShares, such Securities Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any available other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities his Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transferCompany. Absent registration or another an available exemption from registration, the Subscriber agrees it that he will not resell the Securities (unless otherwise permitted pursuant to the terms hereof)Shares. The Subscriber further explicitly understands and acknowledges that because the Company is Securities and Exchange Commission (the “SEC”) has taken the position the Subscriber would be considered a shell promoter under the Securities Act and that promoters or affiliates of a blank check company and their transferees, both before and after a business combination, would act as “underwriters” under the Securities Act when reselling the securities of that blank check company. Accordingly, Rule 144 may promulgated under the Securities Act will not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, Shares despite technical compliance with the requirements of Rule 144 and 144, in which event the release or waiver of any contractual transfer restrictionsresale transactions would need to be made through a registered offering.

Restrictions on Transfer. The Subscriber 5.1 Participant hereby acknowledges and understands the Placement Units are being offered in a transaction not involving a public offering in the United States within the meaning that none of the Securities ActShares, whether Vested Shares or Unvested Shares, may be sold, exchanged, assigned, transferred, pledged, hypothecated, gifted or otherwise disposed of (collectively, "disposed of") until the expiration of the Restriction Period applicable to those Shares and the payment of any minimum withholding KLG1_55_1033490_1 tax. Participant further acknowledges that there may be a period of administrative delay between the date on which the Restriction Period expires and the date on which the Shares may be disposed of by the Participant. The Securities have not been registered Board Committee may, in its sole discretion, permit the Shares to be transferred to a "family member" as defined in and pursuant to the terms and conditions set forth in Section A.1.a.5 of the General Instructions to Form S-8 promulgated under the Securities Act andof 1933, if in the future the Subscriber decides to offeras amended, resell, pledge or otherwise transfer the Securities, as such Securities provision may be offeredamended from time to time under terms and conditions as may be determined by the Human Resources Department. 5.2 Participant shall not dispose of the Shares acquired, resoldor any portion thereof, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under at any time, unless Participant shall comply with the Securities ActAct of 1933, (B) pursuant to an exemption from registration under Rule 144 promulgated under as amended, and the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements regulations of the Securities Actand Exchange Commission thereunder, any other applicable securities law, and the terms of this Agreement, the Stock Incentive Plan and the UK Sub-Plan. Participant further agrees that the Company may direct its transfer agent to refuse to register the transfer of any Shares underlying the 2023 Award which, in each case in accordance with the opinion of the Company's counsel, constitutes a violation of any applicable securities laws then in effect or the terms of any state this Agreement. 5.3 Any certificate representing the Shares issued during the Restriction Period shall, unless the Board Committee determines otherwise, bear a legend substantially as follows: "The sale or any other jurisdiction. Notwithstanding transfer of the foregoingshares of stock represented by this certificate is subject to certain restrictions set forth in the Federated Hermes, Inc. Stock Incentive Plan, administrative rules adopted pursuant to such Plan and a Restricted Stock Award Agreement between the Subscriber registered owner and Federated Hermes, Inc. A copy of the Plan, such rules and such agreement may be obtained from the Secretary of Federated Hermes, Inc." The Participant further acknowledges and understands that the Securities are certificates representing the Shares issued hereunder may bear such additional legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws. Any book entry for the Shares will be restricted and subject to transfer restrictions as described stop orders during the Restriction Period. 5.4 If certificates representing the Shares underlying the 2023 Award are issued during the Restriction Period, they shall be retained in Section 7 hereofcustody by the Company. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as Within a condition precedent to any such transfer, the Subscriber reasonable time after Vested Shares may be required to deliver disposed of by the Participant in accordance with Section 5.1 hereof, all restrictions or stop orders applicable to the Company an opinion of counsel satisfactory Shares shall be removed and, in the event that certificates have been issued, legends shall be removed upon the Participant's written request to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsagent.

Restrictions on Transfer. The Subscriber It acknowledges and understands that the Placement Units Representative’s Securities are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Representative’s Securities have not been registered under the Securities Act and, if in the future the Subscriber it decides to offer, resell, pledge or otherwise transfer the Representative’s Securities, such Representative ’ s Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other ether jurisdiction. Notwithstanding the foregoing, the Subscriber it acknowledges and understands that the Representative’s Securities are subject to transfer restrictions as described in Section 7 1.3.2 hereof. The Subscriber It agrees that if any transfer of its Representative’s Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber it may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption exemptio e from registration, the Subscriber it agrees that it will not resell the Representative’s Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber It further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber it for the resale of the Representative’s Securities until the one year anniversary following conditions are met: (i) the issuer consummation of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer initial Business Combination of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell companyCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer. The Subscriber acknowledges (a) On the Issuance Date, the Company shall sell the Term Certificates to the Initial Purchasers pursuant to the Purchase Agreement and understands deliver the Placement Units are being offered in a transaction not involving a public offering Term Certificates in the United States within form specified therein. Thereafter, the meaning Term Certificates may not be transferred except in accordance with any applicable state securities laws, in amounts of at least U.S. $1,000,000 each and otherwise as follows: (i) with respect to Term Certificates evidenced by Book-Entry Certificates, to Qualified Institutional Buyers in reliance on the exemption from the registration requirements of the Securities Act. The Securities have not been registered under Act provided by Rule 144A promulgated thereunder ("Rule 144A"); and (ii) with respect to Term Certificates evidenced by Definitive Certificates, (A) to Qualified Institutional Buyers in reliance on the exemption from the registration requirements of the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Actprovided by Rule 144A thereunder, (B) pursuant to an exemption from registration under Rule 144 promulgated under other Institutional Accredited Investors who deliver a Purchaser Letter to the Securities Act, if available, Trustee or (C) to a person who is taking delivery of such Certificate in definitive form pursuant to any other available exemption a transaction that is otherwise exempt from the registration requirements of the Securities Act, as confirmed in an Opinion of Counsel addressed to the Trustee and in each case the Company, which counsel and opinion are satisfactory to the Trustee and the Company. The Trustee shall have no obligations or duties with respect to determining whether any transfers of the Certificates are made in accordance with any applicable securities laws of any state the Securities Act or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees Requirements of Law; PROVIDED that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registrationDefinitive Certificates, the Subscriber agrees it Trustee shall enforce such transfer restrictions in accordance with the terms set forth on the related Certificate and the provisions of the Agreement and this Supplement. (b) Each purchaser (other than the Initial Purchasers) of the Term Certificates (including, without limitation, any purchaser of an interest in the Book-Entry Certificates) will not resell be deemed to have represented and agreed as follows: (i) It is (A) a Qualified Institutional Buyer as defined in Rule 144A(a) and is acquiring the Term Certificates for its own institutional account or for the account or accounts of a Qualified Institutional Buyer or (B) purchasing Term Certificates being delivered in the form of Definitive Certificates in a transaction exempt from registration under the Securities Act and in compliance with the provisions of the Agreement and in compliance with the legend set forth in clause (unless v) below; (ii) It is purchasing one or more Term Certificates in an amount of at least U.S. $1,000,000 and it understands that such Term Certificates may be resold, pledged or otherwise permitted pursuant transferred only in an amount of at least U.S. $1,000,000; (iii) It is not an ERISA Entity and it is not acquiring or holding any Term Certificate, directly or indirectly, for or on behalf of an ERISA Entity; (iv) It understands that the Term Certificates are being transferred to it in a transaction not involving any public offering within the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale meaning of the Securities until Act, and that, if in the following conditions are met: future it decides to resell, pledge or otherwise transfer any Term Certificates, such Term Certificates may be resold, pledged or transferred only (iA) the issuer of the securities that was formerly in a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with transaction meeting the requirements of Rule 144 144A to a person who the seller reasonably believes is a Qualified Institutional Buyer that purchases for its own account or for the account or accounts of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (B) to purchasers of Term Certificates being delivered in the form of Definitive Certificates, pursuant to a transaction otherwise exempt from registration under the Securities Act and in compliance with the release or waiver provisions of any contractual transfer restrictionsthe Agreement and in compliance with the legend set forth in clause (v) below; (v) It understands that each Term Certificate will bear a legend substantially to the following effect: [FOR BOOK-ENTRY CERTIFICATES ONLY: "UNLESS THIS TERM CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. INTERESTS IN THIS TERM CERTIFICATE MAY ONLY BE HELD BY QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED).] THIS TERM CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE HOLDER HEREOF, BY PURCHASING THIS TERM CERTIFICATE, AGREES THAT SUCH TERM CERTIFICATE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, IN AN AMOUNT OF AT LEAST U.S. $1,000,000 AND (1) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OR ACCOUNTS OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO A PERSON (A) WHO IS AN INSTITUTIONAL "ACCREDITED INVESTOR", WITHIN THE MEANING OF RULE 501(a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▇▇▇▇▇ PLAN, WHETHER OR NOT IT IS SUBJECT TO THE PROVISIONS OF TITLE I THEREOF, (2) ANY PLAN DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (3) ANY OTHER ENTITY THAT WOULD BE DEEMED TO BE A "BENEFIT PLAN INVESTOR" WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101(f)(2) (ANY OF THE FOREGOING, AN "ERISA ENTITY"). THIS TERM CERTIFICATE IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY OTHER PERSON. [FOR CLASS B CERTIFICATES ONLY: THE CLASS B CERTIFICATES MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THE TRANSFEREE THEREOF DELIVERS A LETTER, IN THE FORM ATTACHED TO THE SERIES 1996-1 SUPPLEMENT, TO THE EFFECT THAT EITHER (i) SUCH TRANSFEREE IS NOT A TRUST, PARTNERSHIP OR "S CORPORATION" (WITHIN THE MEANING OF SECTION 1361(A) OF THE CODE) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES OR (ii) SUCH TRANSFEREE IS A TRUST, PARTNERSHIP OR "S CORPORATION" (WITHIN THE MEANING OF SECTION 1361(A) OF THE CODE) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, BUT AFTER GIVING EFFECT TO SUCH TRANSFER OF CLASS B CERTIFICATES TO SUCH TRANSFEREE, LESS THAN 50 PERCENT OF THE AGGREGATE VALUE OF SUCH TRANSFEREE'S ASSETS WOULD CONSIST OF CLASS B CERTIFICATES.

Restrictions on Transfer. The Subscriber 5.1 Participant hereby acknowledges and understands the Placement Units are being offered in a transaction not involving a public offering in the United States within the meaning that none of the Securities ActShares, whether Vested Shares or Unvested Shares, may be sold, exchanged, assigned, transferred, pledged, hypothecated, gifted or otherwise disposed of (collectively, "disposed of") until the expiration of the Restriction Period applicable to those Shares and the payment of any minimum withholding tax. Participant further acknowledges that there may be a period of administrative delay between the date on which the Restriction Period expires and the date on which the Shares may be disposed of by the Participant. The Securities have not been registered Board Committee may, in its sole discretion, permit the 2018 RSA E/NONS (UK Sub-Plan) Shares to be transferred to a "family member" as defined in and pursuant to the terms and conditions set forth in Section A.1.a.5 of the General Instructions to Form S-8 promulgated under the Securities Act andof 1933, if in the future the Subscriber decides to offeras amended, resell, pledge or otherwise transfer the Securities, as such Securities provision may be offeredamended from time to time under terms and conditions as may be determined by the Human Resources Department. 5.2 Participant shall not dispose of the Shares acquired, resoldor any portion thereof, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under at any time, unless Participant shall comply with the Securities ActAct of 1933, (B) pursuant to an exemption from registration under Rule 144 promulgated under as amended, and the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements regulations of the Securities Actand Exchange Commission thereunder, any other applicable securities law, and the terms of this Agreement, the Stock Incentive Plan and the UK Sub-Plan. Participant further agrees that the Company may direct its transfer agent to refuse to register the transfer of any Shares underlying the 2018 Award which, in each case in accordance with the opinion of the Company's counsel, constitutes a violation of any applicable securities laws then in effect or the terms of any state this Agreement. 5.3 Any certificate representing the Shares issued during the Restriction Period shall, unless the Board Committee determines otherwise, bear a legend substantially as follows: "The sale or any other jurisdiction. Notwithstanding transfer of the foregoingshares of stock represented by this certificate is subject to certain restrictions set forth in the Federated Investors, Inc. Stock Incentive Plan, administrative rules adopted pursuant to such Plan and a Restricted Stock Award Agreement between the Subscriber registered owner and Federated Investors, Inc. A copy of the Plan, such rules and such agreement may be obtained from the Secretary of Federated Investors, Inc." The Participant further acknowledges and understands that the Securities are certificates representing the Shares issued hereunder may bear such additional legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws. Any book entry for the Shares will be restricted and subject to transfer restrictions as described stop orders during the Restriction Period. 5.4 If certificates representing the Shares underlying the 2018 Award are issued during the Restriction Period, they shall be retained in Section 7 hereofcustody by the Company. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as Within a condition precedent to any such transfer, the Subscriber reasonable time after Vested Shares may be required to deliver disposed of by the Participant in accordance with Section 5.1 hereof, all restrictions or stop orders applicable to the Company an opinion of counsel satisfactory Shares shall be removed and, in the event that certificates have been issued, legends shall be removed upon the Participant's written request to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsagent.

Restrictions on Transfer. The Subscriber acknowledges This Warrant and understands the Placement Units are being offered in a transaction Warrant Shares will not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been ------------------------ be registered or qualified under the Securities Act andof 1933, if in as amended (the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities "Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available"), or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdictionjurisdiction and therefore will not be transferable except pursuant to an exemption under or in accordance with the Act, including Rule 144A adopted under the Act, in compliance with applicable state securities laws and pursuant to the provision of this Warrant. Notwithstanding Unless the foregoing, Warrant or Warrant Shares shall have been duly registered under the Subscriber acknowledges and understands the Securities are subject Act pursuant to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any , (a) the certificates representing the Warrant Shares shall bear a legend comparable to the legend on the first page of this Warrant regarding restrictions on transfer and (b) no sale, pledge or other disposition of its Securities this Warrant or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber Warrant Shares may be required made by any person unless either (i) such sale, pledge or other disposition is made to deliver a "qualified institutional buyer" that executes a certificate in the form of Exhibit A attached hereto to the effect that (A) it is a "qualified institutional buyer" as defined under Rule 144A of the Act, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A and (B) it is aware that the transferor of this Warrant or any Warrant Shares intends to rely on the exemption from the registration requirements under the Act provided by Rule 144A, or (ii) such sale, pledge or other disposition is otherwise made in a transaction exempt from the registration requirements under the Act and (A) the prospective transferor and transferee certify in writing to the Company an the facts surrounding such disposition, which certifications shall be in the form of Exhibits B-1 and B-2 attached hereto and (B) if the disposition is not a transfer under Rule 144A or a disposition between or among affiliates, the Company may request a written opinion of counsel reasonably satisfactory to the Company to the effect that such disposition will not violate the Act. In connection with respect to such transfer. Absent registration a sale or another available exemption from registrationother disposition of the Warrant or the underlying Warrant Shares, the Subscriber agrees it will not resell subsequent holder or holders shall be bound by the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale provisions of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsthis Agreement.

Restrictions on Transfer. The Subscriber acknowledges Each of PCM and understands the Placement Units Shareholders ------------------------ acknowledge and agree that the HPI Shares issued and to be issued hereunder are being offered in a transaction not involving a public offering in the United States within the meaning of registered under the Securities Act. The Securities , as amended, or any state securities laws and therefore, cannot be Transferred (except by PCM to each of the Shareholders) unless such HPI Shares have not been registered under the Securities Act and, if in and such securities laws (subject to the future terms and conditions of the Subscriber decides to offer, resell, pledge Registration Rights Agreement) or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from such registration under is available. Any transferee of the HPI Shares other than a purchaser of such shares after registration thereof takes subject to such restrictions. PCM and each of the Shareholders understands that the HPI Shares to be issued hereunder will be "restricted securities" as that term is defined in Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available ; the exemption from registration under Rule 144 will not be available in any event for at least two years from the registration requirements date hereof, and even then will not be available unless (1) a public trading market then exists for the HPI Shares, (2) adequate information concerning HPI is then available to the public, and (3) other terms and conditions of Rule 144 are complied with; and that any sale of the Securities Act, and in each case HPI Shares may be made by the Shareholders only in accordance with such terms and conditions. Each of PCM and the Shareholders further understands that (i) no federal or state agency has made any finding or determination as to the fairness of such investment nor has made any recommendation or endorsement of the acquisition of the HPI Shares, and (ii) HPI, in exercising reasonable care to assure that PCM and the Shareholders are acquiring the HPI Shares as an investment, will, to the extent applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any 5.2, (a) issue stop transfer of instructions to its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company transfer agent with respect to such transfer. Absent registration or another available exemption from registrationsecurities, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant b) make a notation regarding restrictions on transferability in its records and (c) affix a legend to the terms hereof)certificates representing such securities in substantially the form set forth in Section 5.3. The Subscriber further acknowledges Each of PCM and the Shareholders have been furnished with such material and have been given access to such information relating to HPI as they have requested and have been afforded the opportunity to ask questions regarding HPI and the HPI Shares, all as they have found necessary to make an informed investment decision. Each of HPI, PCM and each Shareholder understands that because following the Company is a shell companyfirst payment hereunder, Rule 144 may not be available PCM intends to liquidate and distribute all of its assets, including the HPI Shares received and the right to future payments, to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsShareholders.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units Securities are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Subscriber acknowledges and understands that the Securities are “restricted securities” and have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 8 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the a Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereofLetter Agreement, as described in the Registration Statement). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the one year anniversary following conditions are met: (i) the issuer consummation of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer initial Business Combination of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell companyCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.. ​

Restrictions on Transfer. The (i) Subscriber understands and acknowledges and understands that the Placement Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities Shares have not been registered under the federal Securities Act andof 1933, if as amended (the "Securities Act"), by reason of a specific exemption from the registration provisions thereof. (ii) Subscriber understands and acknowledges that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or are exempt from such registration. Subscriber understands and acknowledges that Subscriber may bear the economic risks of the investment in Shares for an indefinite period of time. (iii) Subscriber understands and acknowledges that any issuance, transfer or other disposition of the future Shares by Subscriber is further restricted by the provisions of this Agreement and a Registration Rights Agreement (herein so called) between Subscriber decides to offerand GVI, resell, pledge or otherwise transfer dated the Securities, such Securities may be offered, resold, pledged or otherwise transferred only same date as the date of this Agreement. (Aiv) pursuant to an effective registration statement filed Subscriber is aware of the provisions of Rule 144 under the Securities Act, which permits limited public reissuances of securities acquired in a nonpublic offering (B) pursuant like this one), subject to certain conditions. Subscriber understands that these conditions include, among other things: the existence of a public market for the securities; the availability of certain current public information about the issuer; the reissuance occurring at least two years after the party has purchased and paid for the securities to be sold; the issuance being made through a broker in an exemption from registration unsolicited "broker's transaction"; and the amount of securities being sold during any three-month period not exceeding certain limitations. In this connection, Subscriber understands that it is unlikely Subscriber would ever be able to publicly sell the Shares under Rule 144 promulgated under 144, because among other things the Securities Act, if available, or (C) pursuant and Exchange Commission has expressed its opinion that persons proposing to any other available exemption from sell restricted securities received in a nonpublic offering like this one will have a substantial burden of proof in meeting the registration requirements of the Securities Actconditions outlined above, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 persons and the release or waiver of any contractual transfer restrictionsbrokers who participate in the transactions do so at their own risk.

Restrictions on Transfer. The Subscriber acknowledges (a) On the 2012-1 Closing Date, the Issuer shall sell the Series 2012-1 Notes to the Initial Purchasers pursuant to the Series 2012-1 Note Purchase Agreement and understands deliver such Series 2012-1 Notes in accordance herewith and therewith. Thereafter, no Series 2012-1 Note may be sold, transferred or otherwise disposed of except in compliance with the Placement Units provisions of the Indenture and except as follows: (A) to Persons that the transferring Person reasonably believes are being offered Qualified Institutional Buyers in a transaction not involving a public offering reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A promulgated thereunder (“Rule 144A”); (B) in offshore transactions in reliance on Regulation S under the United States Securities Act (“Regulation S”); (C) to institutional “accredited investors” within the meaning of the Securities Act. The Securities have not been registered Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and, if (“Institutional Accredited Investors”) that take delivery of such Series 2012-1 Note in an amount of at least $250,000 and that deliver an Investment Letter substantially in the future form of Exhibit C to the Subscriber decides Indenture to offer, resell, pledge or otherwise transfer the Securities, Indenture Trustee; or (D) to a Person who is taking delivery of such Securities may be offered, resold, pledged or otherwise transferred only (A) Series 2012-1 Notes pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption a transaction that is otherwise exempt from the registration requirements of the Securities Act, as confirmed in an Opinion of Counsel by such Person or its transferor addressed to the Indenture Trustee and in each case the Issuer, which counsel and opinion are satisfactory to the Indenture Trustee and the Issuer. The Indenture Trustee shall have no obligations or duties with respect to determining whether any transfers of the Series 2012-1 Notes are made in accordance with any applicable securities laws of any state the Securities Act or any other jurisdiction. Notwithstanding the foregoinglaw; provided that with respect to Definitive Notes, the Subscriber acknowledges Indenture Trustee shall enforce the applicable transfer restrictions in accordance with the terms set forth in this Section 206(a). (b) Each purchaser (other than the Initial Purchasers) of the Series 2012-1 Notes (including any purchaser, other than the Initial Purchasers, of an interest in the Series 2012-1 Notes which are Global Notes) shall be deemed to have acknowledged and understands agreed as follows: (i) It is (A) a qualified institutional buyer as defined in Rule 144A (“Qualified Institutional Buyer”) and is acquiring such Series 2012-1 Notes for its own institutional account or for the account or accounts of a Qualified Institutional Buyer or (B) purchasing such Series 2012-1 Notes in a transaction exempt from registration under the Securities are Act and in compliance with the provisions of this Supplement and in compliance with the legend set forth in clause (iv) below or (C) not a U.S. Person as defined in Regulation S (a “U.S. Person”) and is acquiring such Series 2012-1 Notes outside of the United States. (ii) It is purchasing one or more Series 2012-1 Notes in an amount of at least $250,000 and it understands that such Series 2012-1 Notes may be resold, pledged or otherwise transferred only in an amount of at least $250,000. (iii) It represents and warrants to the Issuer, the Indenture Trustee and the Initial Purchasers, that either (i) it is not acquiring the Series 2012-1 Note with the plan assets of a Benefit Plan or any other plan that is subject to transfer restrictions a law that is similar to Title I of ERISA or Section 4975 of the Code or (ii) (a) the Series 2012-1 Notes are rated investment grade or better and such person believes that such Series 2012-1 Notes are properly treated as described in indebtedness without substantial equity features for purposes of the Plan Asset Regulations, and agrees to so treat such Notes and (b) the acquisition, holding and disposition of the Series 2012-1 Note will not give rise to a non-exempt prohibited transaction under Section 7 hereof406 of ERISA, Section 4975 of the Code or any similar applicable law. The Subscriber agrees Alternatively, regardless of the rating of the Series 2012-1 Notes, such Person may provide the Indenture Trustee and the Issuer with an Opinion of Counsel, which Opinion of Counsel will not be at the expense of the Issuer, the Indenture Trustee, the Manager or any successor Manager which opines that if any the purchase, holding and transfer of its Securities such Series 2012-1 Note or any interest therein is proposed permissible under applicable law, will not constitute or result in a non exempt prohibited transaction under ERISA or Section 4975 of the Code or any similar applicable law, and will not subject the Issuer, the Indenture Trustee, the Manager or any successor Manager to any obligation in addition to those undertaken in the Indenture. (iv) It understands that the Series 2012-1 Notes are being transferred to it in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Series 2012-1 Notes, such Series 2012-1 Notes may be maderesold, pledged or transferred only in accordance with applicable state securities laws and (1) in a transaction meeting the requirements of Rule 144A, to a Person that the seller reasonably believes is a Qualified Institutional Buyer that purchases for its own account (or for the account or accounts of a Qualified Institutional Buyer) and to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (2) (A) to a Person that is an Institutional Accredited Investor, is taking delivery of such Series 2012-1 Notes in an amount of at least $250,000, and delivers an Investment Letter to the Indenture Trustee or (B) to a Person that is taking delivery of such Series 2012-1 Notes pursuant to a transaction that is otherwise exempt from the registration requirements of the Securities Act, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company confirmed in an opinion of counsel addressed to the Indenture Trustee, the Issuer and the transferor, which counsel and opinion are satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registrationIndenture Trustee, the Subscriber agrees it Issuer and the transferor, or (3) in an offshore transaction in accordance with Rule 903 or 904 of Regulation S. (v) It is not a Competitor. (vi) It understands that each Series 2012-1 Note shall bear a legend substantially to the following effect: (vii) Each investor described in Section 206(a)(B) understands that the Series 2012-1 Notes have not and will not resell be registered under the Securities (unless otherwise permitted pursuant Act, that any offers, sales or deliveries of the Series 2012-1 Notes purchased by it in the United States or to U.S. Persons prior to the terms hereof). The Subscriber further acknowledges date that because is 40 days after the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale later of the Securities until the following conditions are met: (i) the issuer commencement of the securities that was formerly a shell company has ceased to be a shell company; distribution of the Series 2012-1 Notes and (ii) the issuer 2012-1 Closing Date, may constitute a violation of United States law, and that distributions of principal and interest will be made in respect of such Notes only following the delivery by the holder of a certification of non-U.S. beneficial ownership or the exchange of beneficial interest in Temporary Regulation S Global Notes for beneficial interests in the related Permanent Regulation S Global Notes (which in each case will itself require a certification of non-U.S. beneficial ownership), at the times and in the manner set forth in this Supplement. (viii) The Temporary Regulation S Global Notes representing the Series 2012-1 Notes sold to each investor described in Section 206(a)(B) will bear a legend to the following effect, unless the Issuer determines otherwise consistent with Applicable Law: (ix) The Indenture Trustee shall not permit the transfer of any Series 2012-1 Notes unless such transfer complies with the terms of the securities is subject foregoing legends and, in the case of a transfer (i) to an Institutional Accredited Investor (other than a Qualified Institutional Buyer), the transferee delivers a completed Investment Letter to the reporting Indenture Trustee, or (ii) to a Person other than a Qualified Institutional Buyer or an Institutional Accredited Investor, upon delivery of an Opinion of Counsel satisfactory to the Indenture Trustee, the Issuer and the Transferor, to the effect that the transferee is taking delivery of the Series 2012-1 Notes in a transaction that is otherwise exempt from the registration requirements of Section 13 or 15(d) of the Securities Exchange Act Act, which counsel and opinion are satisfactory to the Indenture Trustee, the Issuer and the Transferor. (c) Forms substantially in the form of 1934Exhibit(s) B through F, as amended (the “Exchange Act”); (iii) the issuer appropriate, shall be completed in connection with any transfer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8Series 2012-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions1 Notes. ARTICLE III Series 2012-1

Restrictions on Transfer. The Subscriber acknowledges (a) On the 2010-2 Closing Date, the Issuer shall sell the Series 2010-2 Notes to the Initial Purchaser pursuant to the Series 2010-2 Note Purchase Agreement and understands deliver such Series 2010-2 Notes in accordance herewith and therewith. Thereafter, no Series 2010-2 Note may be sold, transferred or otherwise disposed of except in compliance with the Placement Units provisions of the Indenture and except as follows: (A) to Persons that the transferring Person reasonably believes are being offered Qualified Institutional Buyers in a transaction not involving a public offering reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A promulgated thereunder (“Rule 144A”); (B) in offshore transactions in reliance on Regulation S under the United States Securities Act (“Regulation S”); (C) to institutional “accredited investors” within the meaning of the Securities Act. The Securities have not been registered Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and, if (“Institutional Accredited Investors”) that take delivery of such Series 2010-2 Note in an amount of at least $250,000 and that deliver an Investment Letter substantially in the future form of Exhibit C to the Subscriber decides Indenture to offer, resell, pledge or otherwise transfer the Securities, Indenture Trustee; or (D) to a Person who is taking delivery of such Securities may be offered, resold, pledged or otherwise transferred only (A) Series 2010-2 Notes pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption a transaction that is otherwise exempt from the registration requirements of the Securities Act, as confirmed in an Opinion of Counsel by such Person or its transferor addressed to the Indenture Trustee and in each case the Issuer, which counsel and opinion are satisfactory to the Indenture Trustee and the Issuer. The Indenture Trustee shall have no obligations or duties with respect to determining whether any transfers of the Series 2010-2 Notes are made in accordance with any applicable securities laws of any state the Securities Act or any other jurisdiction. Notwithstanding the foregoinglaw; provided that with respect to Definitive Notes, the Subscriber acknowledges Indenture Trustee shall enforce the applicable transfer restrictions in accordance with the terms set forth in this Section 206(a). (b) Each purchaser (other than the Initial Purchaser) of the Series 2010-2 Notes (including any purchaser, other than the Initial Purchaser, of an interest in the Series 2010-2 Notes which are Global Notes) shall be deemed to have acknowledged and understands agreed as follows: (i) It is (A) a qualified institutional buyer as defined in Rule 144A (“Qualified Institutional Buyer”) and is acquiring such Series 2010-2 Notes for its own institutional account or for the account or accounts of a Qualified Institutional Buyer or (B) purchasing such Series 2010-2 Notes in a transaction exempt from registration under the Securities are Act and in compliance with the provisions of this Supplement and in compliance with the legend set forth in clause (iv) below or (C) not a U.S. Person as defined in Regulation S (a “U.S. Person”) and is acquiring such Series 2010-2 Notes outside of the United States. (ii) It is purchasing one or more Series 2010-2 Notes in an amount of at least $250,000 and it understands that such Series 2010-2 Notes may be resold, pledged or otherwise transferred only in an amount of at least $250,000. (iii) It represents and warrants to the Issuer, the Indenture Trustee and the Initial Purchaser, that either (i) it is not acquiring the Series 2010-2 Note with the plan assets of a Benefit Plan or any other plan that is subject to transfer restrictions as described in a law that is similar to Title I of ERISA or Section 7 hereof. The Subscriber agrees that if any transfer 4975 of its Securities the Code or (ii) the acquisition, holding and disposition of the Series 2010-2 Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any interest therein similar applicable law. (iv) It understands that the Series 2010-2 Notes are being transferred to it in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Series 2010-2 Notes, such Series 2010-2 Notes may be resold, pledged or transferred only in accordance with applicable state securities laws and (1) in a transaction meeting the requirements of Rule 144A, to a Person that the seller reasonably believes is proposed a Qualified Institutional Buyer that purchases for its own account (or for the account or accounts of a Qualified Institutional Buyer) and to be madewhom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (2) (A) to a Person that is an Institutional Accredited Investor, is taking delivery of such Series 2010-2 Notes in an amount of at least $250,000, and delivers an Investment Letter to the Indenture Trustee or (B) to a Person that is taking delivery of such Series 2010-2 Notes pursuant to a transaction that is otherwise exempt from the registration requirements of the Securities Act, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company confirmed in an opinion of counsel addressed to the Indenture Trustee, the Issuer and the transferor, which counsel and opinion are satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registrationIndenture Trustee, the Subscriber agrees it Issuer and the transferor, or (3) in an offshore transaction in accordance with Rule 903 or 904 of Regulation S. (v) It is not a Competitor. (vi) It understands that each Series 2010-2 Note shall bear a legend substantially to the following effect: (vii) Each investor described in Section 206(a)(B) understands that the Series 2010-2 Notes have not and will not resell be registered under the Securities (unless otherwise permitted pursuant Act, that any offers, sales or deliveries of the Series 2010-2 Notes purchased by it in the United States or to U.S. Persons prior to the terms hereof). The Subscriber further acknowledges date that because is 40 days after the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale later of the Securities until the following conditions are met: (i) the issuer commencement of the securities that was formerly a shell company has ceased to be a shell company; distribution of the Series 2010-2 Notes and (ii) the issuer 2010-2 Closing Date, may constitute a violation of United States law, and that distributions of principal and interest will be made in respect of such Notes only following the delivery by the holder of a certification of non-U.S. beneficial ownership or the exchange of beneficial interest in Temporary Regulation S Global Notes for beneficial interests in the related Permanent Regulation S Global Notes (which in each case will itself require a certification of non-U.S. beneficial ownership), at the times and in the manner set forth in this Supplement. (viii) The Temporary Regulation S Global Notes representing the Series 2010-2 Notes sold to each investor described in Section 206(a)(B) will bear a legend to the following effect, unless the Issuer determines otherwise consistent with Applicable Law: (ix) The Indenture Trustee shall not permit the transfer of any Series 2010-2 Notes unless such transfer complies with the terms of the securities is subject foregoing legends and, in the case of a transfer (i) to an Institutional Accredited Investor (other than a Qualified Institutional Buyer), the transferee delivers a completed Investment Letter to the reporting Indenture Trustee, or (ii) to a Person other than a Qualified Institutional Buyer or an Institutional Accredited Investor, upon delivery of an Opinion of Counsel satisfactory to the Indenture Trustee, the Issuer and the Transferor, to the effect that the transferee is taking delivery of the Series 2010-2 Notes in a transaction that is otherwise exempt from the registration requirements of Section 13 or 15(d) of the Securities Exchange Act Act, which counsel and opinion are satisfactory to the Indenture Trustee, the Issuer and the Transferor. (c) Forms substantially in the form of 1934Exhibit(s) B through F, as amended (the “Exchange Act”); (iii) the issuer appropriate, shall be completed in connection with any transfer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8Series 2010-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions2 Notes. ARTICLE III Series 2010-2

Restrictions on Transfer. Shell Company; Affiliate Status. The Subscriber acknowledges and understands the Placement Units Shares are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered Subscriber understands the Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and, if and Subscriber understands that the certificates representing the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the SecuritiesShares, such Securities Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (Ai) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (Cii) pursuant to any other an available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdictionregistration. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transferCompany. Absent registration or another available exemption from registrationan exemption, the Subscriber agrees it will not to resell the Securities (unless otherwise permitted pursuant to the terms hereof)Shares. The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities Shares until the one year following conditions are met: (i) the issuer consummation of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer initial business combination of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell companyCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions. Such Subscriber (a) acknowledges that after the issuance of the Shares, such Subscriber may be deemed an “affiliate” of the Company under the Securities Act, (b) acknowledges understanding the additional restrictions under the Securities Act applicable to affiliate of the Company, and (c) acknowledges that it had a full and fair opportunity and the means to obtain United States securities counsel and discuss such restrictions prior to entering into this Agreement.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units are being offered Bonds or interests in a transaction not involving a public offering in the United States within the meaning Bonds may be transferred (i) to any subsidiary, affiliate or parent of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only Bank; (Aii) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available Person following receipt by the Trustee and the Issuer of evidence that each such Bond is rated “A” or better (or its equivalent) by one of the Rating Agencies, following delivery to the Trustee and the Issuer of an opinion of Bond Counsel to the effect that the exemption of the Bonds or any securities evidenced thereby from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 19341933, as amended (the “Exchange Securities Act”), and the exemption of this Indenture from qualification under the Trust Indenture Act of 1939, as amended, will not be impaired as a result of such transfer, and an opinion of Bond Counsel that such transfer will not adversely affect the exclusion of interest accrued on the Bonds from the calculation of gross income of the Holders thereof for federal income tax purposes; (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, an “accredited investor” (as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materialsdefined in Rule 501(a)(1), other than Form 8-K reports(2), (3), (7), or (8) of Regulation D promulgated under the Securities Act); and or (iv) at least one year has elapsed from to a Qualified Institutional Buyer (as defined in Rule 144A promulgated under the time that Securities Act). The Bond Registrar shall not register any transfer or exchange of any Bonds or any interests therein pursuant to Section 2.12(i), (iii) or (iv) above unless a Holder’s prospective transferee delivers to the issuer filed current Form 10 type information Trustee and the Issuer an investor’s letter substantially in the form set forth in Exhibit C hereto. The Issuer and the Trustee shall be entitled to rely, without any further inquiry, on any investor’s letter delivered to them and shall be fully protected in registering any transfer or exchange of any Bonds in reliance on any such investor’s letter. ANY SUCH HOLDER DESIRING TO EFFECT SUCH TRANSFER SHALL AGREE TO INDEMNIFY THE BORROWER, THE ISSUER, THE TRUSTEE, THE PAYING AGENT, AND THE BOND REGISTRAR FROM AND AGAINST ANY AND ALL LIABILITY, COST OR EXPENSE (INCLUDING ATTORNEYS’ FEES) THAT MAY RESULT IF THE REPRESENTATIONS CONTAINED IN SUCH INVESTOR’S LETTER ARE FALSE IN ANY MATERIAL RESPECT. The Trustee or the Bond Registrar, as the case may be, are authorized and directed to put a stop order on the Bond Registry in regard to the foregoing restrictions on the transfer of the Bonds. The Bond Registrar will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any restrictions other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and, to do so, if and when expressly required by the terms of this Indenture and to examine the same to determine substantial compliance as to form with the SEC reflecting its status as an entity express requirements hereof. For the avoidance of doubt, the Bond Registrar has no duty or obligation to confirm that is not a shell company, despite technical compliance with any proposed transferee meets the requirements of Rule 144 and the release Section 2.12(i), (iii) or waiver of any contractual transfer restrictions(iv).

Restrictions on Transfer. The Subscriber acknowledges understands and understands agrees that the Placement Units QTTM Shares to be issued pursuant to the Agreement are characterized as "restricted securities" and have not been registered under the Securities Act or the securities laws of any state of the U.S. inasmuch as they are being offered acquired from QTTM in a transaction not involving a public offering in reliance upon an exemption from registration afforded under Section 4(2) of the United States within Securities Act or Regulation S for offers and sales of securities outside the meaning U.S. The Subscriber recognizes that QTTM is under no obligation to register the QTTM Shares for sale under the Securities Act and that QTTM shall refuse to register any transfer of the QTTM Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act. The Securities Subscriber is aware the QTTM Shares have not been registered under the Securities Act andAct, or the securities laws of any state, and therefore, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the SecuritiesQTTM Shares, such Securities QTTM Shares may be offered, resold, pledged or otherwise transferred only only: (Aa) pursuant to an effective registration statement filed under the Securities Act, ; (Bb) to a non-U.S. person in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S of the Securities Act; (c) pursuant to the resale limitations set forth in Rule 905 of Regulation S; (d) pursuant to an exemption from registration under the Securities Act provided by Rule 144 promulgated under the Securities Act, thereunder (if available, or ); or (Ce) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities QTTM Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber transferor may be required to deliver to the Company QTTM an opinion of counsel satisfactory to the Company with respect to such transferQTTM. Absent from registration or another available exemption from registration, the Subscriber agrees that it will not resell the Securities QTTM Shares to U.S. Persons or within the United States. The Subscriber will not sell QTTM Shares to any U.S. person or within the United States prior to the expiration of a period of one year, commencing on the execution date of the Agreement and ending 365 days thereafter, (unless otherwise permitted Distribution Compliance Period), except pursuant to registration under the terms hereof)Securities Act or exemption from registration under the Securities Act. The Subscriber agrees and covenants that it will not engage in hedging transactions with regard to the QTTM Shares prior to the expiration of the Distribution Compliance Period specified in Rule 903 of Regulation S promulgated under the Securities Act, unless in compliance with the Securities Act. The Subscriber further acknowledges agrees and covenants that because he/she or it has not entered into, has the Company is a shell companyintention of entering into, Rule 144 may not be available or will enter into any put option, short position or similar instrument or position in the United States with respect to QTTM Shares at any time after the Subscriber for Closing through the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical Distribution Compliance Period except in compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsSecurities Act.

Restrictions on Transfer. The Subscriber acknowledges and Stockholder understands that the Placement Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been stock must be held indefinitely unless it is subsequently registered under the Securities Act of 1933 or an exemption from such registration is available. Stockholder understands that the certificate evidencing the stock will be imprinted with a legend that prohibits the transfer of the securities unless they are registered or unless the Company receives an opinion of counsel reasonably satisfactory to the Company that such registration is not required. SALES UNDER RULE 144. Stockholder is aware of the adoption of Rule 144 by the Securities and Exchange Commission (the "Commission") promulgated under the Securities Act which permits limited public resale of securities acquired in a non-public offering subject to the satisfaction of certain conditions, including among other things: (i) the availability of certain current public information about the Company, (ii) the resale occurring not less than one year after the party has purchased and paid for the securities to be sold, (iii) the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a "market maker," and (iv) the amount of securities sold during any three-month period not exceeding specified limitations (generally 1% of the total shares outstanding). LIMITATION ON RULE 144 SALES. Stockholder further acknowledges and understands that the Company is not now and at the time he/she wishes to sell the stock may not be satisfying the current public information requirement of Rule 144, and, in such case, Stockholder could be precluded from selling the stock under Rule 144 even if in the future one-year minimum holding period has been satisfied. SALES NOT UNDER RULE 144. Stockholder further acknowledges that, if all of the Subscriber decides to offerrequirements of Rule 144 are not met, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective then registration statement filed under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, although Rule 144 is not exclusive, the staff of the Commission has expressed its opinion (Bi) that persons proposing to sell private placement securities other than in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration under Rule 144 promulgated under the Securities Act, if available, is available for such offers or (C) pursuant to any other available exemption from the registration requirements of the Securities Actsales, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or that such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 persons and the release or waiver of any contractual transfer restrictionsbrokers who participate in the transactions do so at their own risk.

Restrictions on Transfer. The Subscriber acknowledges (a) Each prospective ------------------------ purchaser and any subsequent transferee of a Trust Certificate (each, a "Prospective Owner"), other than FFI or the Company, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person is duly authorized to purchase the Trust Certificates and its purchase of investments having the characteristics of the Trust Certificates is authorized under, and not directly or indirectly in contravention of, any law, charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments that is applicable to the investor. (ii) Such Person understands that each holder of a Trust Certificate, by virtue of its acceptance thereof, assents to the Placement Units are being offered terms, provisions and conditions of the Trust Agreement (as defined herein). (iii) Such Person is a U.S. Person that is not an organization exempt from tax under Section 501 of the Code. (A) In the case of a proposed transfer of a Trust Certificate, such Person understands that the Trust Certificates (with the exception of those Trust Certificates transferred to the Company pursuant to Section 3.10) will bear legends to the following effect: THIS CERTIFICATE MAY ONLY BE PURCHASED BY A U.S. PERSON THAT IS NOT AN ORGANIZATION EXEMPT FROM TAX UNDER SECTION 501 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") IN COMPLIANCE WITH THE REQUIREMENTS OF THE TRUST AGREEMENT. NO TRANSFER OF A NON-BOOK ENTRY CERTIFICATE SHALL BE MADE TO ANY PERSON UNLESS THE OWNER TRUSTEE HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE (I) IS NOT A PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN, TRUST OR ACCOUNT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (ANY SUCH PERSON BEING A "PLAN") AND (II) IS NOT AN ENTITY, INCLUDING AN INSURANCE COMPANY SEPARATE ACCOUNT OR GENERAL ACCOUNT, WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY. (b) Each Prospective Owner (other than FFI or the Company) of a Restricted Trust Certificate or a Residual Interest Instrument, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person is (A) a transaction not involving a public offering "qualified institutional buyer" as defined in Rule 144A under the United States within Securities Act of 1933, as amended (the meaning "Securities Act"), and is aware that the seller of the such Certificate or Instrument may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Certificate or Instrument for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act, or (B) an institutional investor that is an "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act. The Securities . (ii) It understands that such Certificates and Instruments have not been registered under the Securities Act and1933 Act, and that, if in the future the Subscriber it decides to offer, resell, pledge or otherwise transfer the Securitiessuch Certificates or Instruments, such Securities Certificates and Instruments may be offered, resold, pledged or otherwise transferred only (A) pursuant to an a Registration Statement which has been declared effective registration statement filed under the Securities 1933 Act, (B) for so long as such Certificates or Instruments are eligible for resale pursuant to an exemption from registration under Rule 144 promulgated 144A under the Securities 1933 Act, if availableto a person whom the seller reasonably believes is a "qualified institutional buyer" as defined in Rule 144A under the 1933 Act that is purchasing such Certificates or Instruments for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, or (C) pursuant to an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the 1933 Act that is acquiring such Certificates or Instruments for its own account or for the account of such an institutional "accredited investor," for investment purposes and not with a view to, or for offer or sale in connection with, any other available exemption from the registration requirements distribution in violation of the Securities 1933 Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 the Trust Agreement. It also understands that an employee benefit plan subject to ERISA or Section 4975 of the Code, and entities using the release or waiver assets of any contractual such employee benefit plan, are prohibited from acquiring the Certificates or Instruments (except to the extent that an exemption from such prohibition is available, as described herein). (A) In the case of a proposed transfer restrictionsof a Restricted Trust Certificate, such Person understands that the Restricted Trust Certificates (with the exception of those Restricted Trust Certificates transferred to the Company pursuant to Section 3.10) will bear legends to the following effect: THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE 1933 ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE 1933 ACT, IN EACH CASE IN COMPLIANCE WITH THE REQUIREMENTS OF THE TRUST AGREEMENT. (B) in the case of a proposed transfer of a Residual Interest Instrument, such person understands that the Residual Interest Instrument bears a legend to the following effect: "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST INSTRUMENT HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS RESIDUAL INTEREST INSTRUMENT MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, FIRSTPLUS RESIDUAL HOLDINGS, INC. AND FIRSTPLUS FINANCIAL, INC.) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST INSTRUMENT UNDER THE ACT OR ANY STATE SECURITIES LAWS. NO TRANSFER OF THIS RESIDUAL INTEREST INSTRUMENT OR ANY BENEFICIAL INTEREST THEREIN SHALL BE MADE TO ANY PERSON UNLESS THE OWNER TRUSTEE HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE (I) IS NOT A PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN, TRUST OR ACCOUNT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (ANY SUCH PERSON BEING A "PLAN") AND (II) IS NOT AN ENTITY, INCLUDING AN INSURANCE COMPANY SEPARATE ACCOUNT OR GENERAL ACCOUNT, WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY. THIS RESIDUAL INTEREST INSTRUMENT MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS, PRIOR TO SUCH DISPOSITION, THE PROPOSED TRANSFEREE DELIVERS TO THE OWNER TRUSTEE AND THE CERTIFICATE REGISTRAR A CERTIFICATE STATING THAT SUCH TRANSFEREE (A) AGREES TO BE BOUND BY AND TO ABIDE BY THE TRANSFER RESTRICTIONS APPLICABLE TO THIS RESIDUAL INTEREST INSTRUMENT; (B) IS NOT AN ENTITY THAT WILL HOLD THIS RESIDUAL INTEREST INSTRUMENT AS NOMINEE TO FACILITATE THE CLEARANCE AND SETTLEMENT OF SUCH SECURITY THROUGH ELECTRONIC BOOK-ENTRY CHANGES IN ACCOUNTS OF PARTICIPATING ORGANIZATIONS; AND (C) UNDERSTANDS THAT IT MUST TAKE INTO ACCOUNT ITS PERCENTAGE INTEREST OF THE TAXABLE INCOME RELATING TO THIS RESIDUAL INTEREST INSTRUMENT. THIS RESIDUAL INTEREST INSTRUMENT MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON THAT IS A "NON-U.S. PERSON. THE TERM "NON-U.S. PERSON" MEANS A PERSON WHO IS NOT ONE OF THE FOLLOWING: A CITIZEN OR RESIDENT OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, AN ESTATE OR TRUST THAT IS SUBJECT TO U.S. FEDERAL INCOME TAX REGARDLESS OF THE SOURCE OF ITS INCOME OR A TRUST IF A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER THE ADMINISTRATION OF THE TRUST AND ONE OR MORE UNITED STATES FIDUCIARIES HAVE AUTHORITY TO CONTROL ALL SUBSTANTIAL DECISIONS OF THE TRUST."

Restrictions on Transfer. The Subscriber acknowledges Purchaser hereby represents and warrants to the Company that: (a) The Securities to be purchased by the Purchaser will be acquired for investment for its own account, and, except as contemplated by the Warrant Agreement and the Registration Rights Agreement or otherwise in accordance with applicable securities laws, not with a view to the resale or distribution of any part thereof and without the present intention of selling, granting any participation in, or otherwise distributing the same. (b) The Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Securities and has received all information from the Company that it has requested with respect to the Company and the Securities. (c) The Purchaser understands that the Placement Units Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being offered acquired from the Company in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered and that under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities laws and applicable regulations such securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective resold without registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under only in certain limited circumstances. In this connection, the Purchaser represents that it is familiar with Rule 144 promulgated of the Commission, as presently in effect, and understands the resale limitations imposed hereby by the Securities Act. (d) The Purchaser understands that the certificates evidencing the Securities will bear a legend evidencing the foregoing restrictions on transfer. The Securities shall not be required to bear a restrictive legend if a registration statement under the Securities Act, if available, or (C) pursuant Act is effective with respect to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities such securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel reasonably satisfactory to the Company is delivered to the Company to the effect that neither the legend nor the restrictions on transfer described in this Agreement are required to ensure compliance with respect to such transferthe 28 - 28 - Securities Act. Absent registration or another available exemption from registrationWhenever, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell companypreceding sentence, Rule 144 may not be available to the Subscriber any certificate for the resale any of the Securities until is no longer required to bear a restrictive legend, the following conditions are met: (i) Company may and if requested by the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject holder thereof, shall, issue to the reporting requirements of Section 13 or 15(d) of holder, at the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is Company's expense any new certificate not bearing a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsrestrictive legend.

Restrictions on Transfer. The Subscriber acknowledges undersigned understands and understands agrees that stop transfer instructions with respect to the Placement Units are being offered shares of SouthTrust Common Stock received by the undersigned pursuant to the Merger will be given to SouthTrust's Transfer Agent and that there will be placed on the certificates for such shares, or shares issued in substitution thereof, a transaction legend stating in substance: "The shares represented by this certificate were issued pursuant to a business combination which is accounted for as a "pooling of interests" and may not involving a public offering be sold, nor may the owner thereof reduce his risks relative thereto in any way, until such time as SouthTrust Corporation ("SouthTrust") has published the United States within financial results covering at least 30 days of combined operations after the meaning effective date of the Securities Actmerger through which the business combination was effected. The Securities have In addition, the shares represented by this certificate may not been registered be sold, transferred or otherwise disposed of except or unless (1) covered by an effective registration statement under the Securities Act andof 1933, if as amended, (2) in accordance with (i) Rule 145(d) (in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant case of shares issued to an effective registration statement filed under individual who is not an affiliate of SouthTrust) or (ii) Rule 144 (in the Securities Act, (B) pursuant case of shares issued to an exemption from registration under Rule 144 promulgated under individual who is an affiliate of SouthTrust) of the Securities Rules and Regulations of such Act, if available, or (C3) pursuant in accordance with a legal opinion satisfactory to any other available exemption counsel for SouthTrust that such sale or transfer is otherwise exempt from the registration requirements of such Act." Such legend will also be placed on any certificate representing SouthTrust securities issued subsequent to the Securities Act, and in each case in accordance with any applicable securities laws original issuance of any state or any other jurisdiction. Notwithstanding the foregoing, SouthTrust Common Stock pursuant to the Subscriber acknowledges and understands the Securities are subject to transfer restrictions Merger as described in Section 7 hereof. The Subscriber agrees that if a result of any transfer of its Securities such shares or any interest therein is proposed stock dividend, stock split, or other recapitalization as long as the SouthTrust Common Stock issued to the undersigned pursuant to the Merger has not been transferred in such manner to justify the removal of the legend therefrom. Upon the request of the undersigned, SouthTrust shall cause the certificates representing the shares of SouthTrust Common Stock issued to the undersigned in connection with the Merger to be madereissued free of any legend relating to restrictions on transfer by virtue of ASR 130 and 135 as soon as practicable after the requirements of ASR 130 and 135 have been met. In addition, as a condition precedent if the provisions of Rules 144 and 145 are amended to any such transfer, the Subscriber may be required to deliver eliminate restrictions applicable to the Company SouthTrust Common Stock received by the undersigned pursuant to the Merger, or at the expiration of the restrictive period set forth in Rule 145(d), SouthTrust, upon the request of the undersigned, will cause the certificates representing the shares of SouthTrust Common Stock issued to the undersigned in connection with the Merger to be reissued free of any legend relating to the restrictions set forth in Rules 144 and 145(d) upon receipt by SouthTrust of an opinion of its counsel satisfactory to the Company with respect to effect that such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 legend may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsremoved.

Restrictions on Transfer. The Each Subscriber acknowledges and understands the Placement Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act Act, and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (Ai) pursuant to an effective registration statement filed under the Securities Act, (Bii) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (Ciii) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Each Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the such Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transferCompany. Absent registration or another available exemption from registration, the each Subscriber agrees it will not resell the Securities. Each Subscriber explicitly understands and acknowledges the Securities and Exchange Commission (unless otherwise permitted pursuant to the terms hereof)“SEC”) has taken the position the Subscriber would be considered a promoter under the Securities Act and that promoters or affiliates of a blank check company and their transferees, both before and after a business combination, would act as “underwriters” under the Securities Act when reselling the securities of that blank check company. The Subscriber further acknowledges that because the Company is a shell companyAccordingly, Rule 144 may promulgated under the Securities Act will not be available to the any Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and 144, in which event the release or waiver of any contractual transfer restrictionsresale transactions would need to be made through a registered offering.

Restrictions on Transfer. The Subscriber acknowledges (a) Any Lender may participate, assign or transfer all or a portion of its interest hereunder and understands under the Placement Units are being offered other Operative Agreements in a transaction not involving a public offering in the United States within the meaning accordance with Sections 9.7 and 9.8 of the Securities Actapplicable Credit Agreement; provided, that any Lender that participates, assigns or transfers all or a portion of its interest hereunder and under the other Operative Agreements shall deliver to the Agent a copy of each Assignment and Acceptance (as referenced in Section 9.8 of each Credit Agreement) for purposes of maintaining the Register and shall also deliver to the Lessee a copy of such Assignment and Acceptance for the Lessee’s records; provided, no such Assignment and Acceptance shall be required to be delivered to the Agent or the Lessee in connection with an assignment, participation or transfer by any Investor of its interest in or under the Liquidity Agreement except to the extent an assignment and acceptance is required thereunder. The Securities have not been registered Lessor may, subject to the rights of the Lessee under the Securities Act andLease and the other Operative Agreements and to the Lien of the applicable Security Documents, if in the future the Subscriber decides directly or indirectly, assign, convey, appoint an agent with respect to offerenforcement of, resell, pledge or otherwise transfer any of its right, title or interest in or to the SecuritiesProperty, the Lease and the other Operative Agreements (including without limitation any right to indemnification thereunder), or any other document relating to the Property or any interest in the Property as provided in the Lease to any Eligible Lessor; provided, in such Securities may case, so long as no Lease Default or Lease Event of Default shall have occurred and be offeredcontinuing, resoldthe Lessee shall have the right to require the Lessor (unless such transfer or conveyance has already occurred, pledged in which case the Lessee shall have the right to require such transferee) to transfer its interest to an Eligible Lessor selected by the Lessee, in its sole discretion; provided, further, the Lessor and/or its assignee shall be responsible for any cost or otherwise transferred only (A) expense incurred by the Lessor in connection with any assignment, conveyance, appointment or transfer by the Lessor pursuant to an effective registration statement filed under this Section 10.1(a). The provisions of the Securities Act, (B) immediately preceding sentence shall not apply to the obligations of the Lessor to transfer the Property to the Lessee or a third party purchaser pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements Article XXII of the Securities Act, and in each case Lease upon payment for the Property in accordance with the terms and conditions of the Lease. The Lessee may not assign any applicable securities laws of any state the Operative Agreements or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities rights or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company obligations thereunder or with respect to such transfer. Absent registration the Property in whole or another available exemption in part to any Person without the prior written consent of the Agent and the Primary Financing Parties. (b) Notwithstanding anything to the contrary in Section 10.1(a), no consent shall be required from registrationthe Agent, the Subscriber agrees it will not resell the Securities Lessee or any Primary Financing Party (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: but Lessor shall provide one hundred eighty (i180) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months days (or such shorter period that as required by the issuer was Legal Requirement giving rise to the assignment, conveyance, appointment or transfer contemplated by this Section 10.1(b)) written notice to the Agent and the Lessee) in connection with any assignment, conveyance, appointment or transfer by the Lessor required by any Legal Requirement of all or any of its right, title or interest in or to file such reports the Property, the Lease and materialsthe other Operative Agreements (including without limitation any right to indemnification thereunder), or any other than Form 8-K reportsdocument relating to the Property or any interest in the Property as provided in the Lease to an Eligible Lessor; provided, in such case, so long as no Lease Default or Lease Event of Default shall have occurred and be continuing, the Lessee shall have the right to require the Lessor (unless such transfer or conveyance has already occurred, in which case the Lessee shall have the right to require such transferee) to transfer its interest to an Eligible Lessor selected by the Lessee, in its sole discretion; provided, further, the Lessee shall be responsible for any cost or expense incurred by the Lessor in connection with any assignment, conveyance, appointment or transfer by the Lessor pursuant to this Section 10.1(b). (c) The Lessee agrees to indemnify the Lessor for any loss, claim or increased costs incurred by the Lessor and quantified to the Lessee in writing by the Lessor in reasonable detail as a result of any change in GAAP that adversely affects the Lessor; provided, however, in the case of such a change in GAAP that adversely affects the Lessor, as long as no Lease Default or Lease Event of Default shall have occurred and be continuing, Lessee shall have the right to require the Lessor to transfer its interest to an Eligible Lessor selected by the Lessee, in its sole discretion; provided, further, nothing in the preceding proviso shall limit the obligation of the Lessee to provide the indemnity set forth in this Section 10.1(c). (d) Upon the occurrence and during the continuance of an Event of Default by the Lessor (unless such Event of Default is a Lease Event of Default), the Lessee shall have the right to require the Lessor to transfer its interest in the Property and the Operative Agreements to an Eligible Lessor selected by the Lessee, in its sole discretion. (e) Notwithstanding any provisions to the contrary contained in any Operative Agreements, the Conduit may at any time assign, or grant a security interest in or sell a participation interest in, any Loan (or portion thereof) or Note (or portion thereof) to any Person. The parties to any such assignment, grant or sale of participation interest, shall execute and deliver to the Agent, for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the Deal Agent. (f) On or about July 1, 2003, certain businesses of Wachovia Securities, Inc. (“WSI”) will be transferred, assigned or otherwise conveyed (the occurrence of such event, the “Transfer”) to Wachovia Capital Markets, LLC or another newly formed Affiliate of WSI (“WCM”). For purposes of the Operative Agreements, each of the parties to this Agreement expressly consents to the assignment by WSI of all of its rights and obligations under the Operative Agreements to WCM simultaneous with the Transfer. For purposes of the Operative Agreements, each of the parties to this Agreement acknowledges and agrees that upon the occurrence of the Transfer, such assignment shall be effective without any further action by any of the parties hereto or any other such Operative Agreement and from and after the Transfer: (i) WCM shall be a party to each Operative Agreement to which WSI had been a party and shall have all rights and obligations of WSI hereunder or thereunder, as the case may be, and (ivii) at least one year has elapsed WSI shall cease to be a party to any such Operative Agreement and shall be released from its obligations hereunder or thereunder, as the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionscase may be.

Restrictions on Transfer. The Subscriber acknowledges undersigned understands that: (a) In reliance upon the representations and understands warranties set forth herein, the Placement Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Restricted Securities have not been registered under with the Securities and Exchange Commission (the “SEC”), and accordingly may not be offered, sold or otherwise transferred except in compliance with the Securities Act and, if (including any exemptions from registration thereunder); (b) The undersigned must bear the economic risk of the undersigned’s investment in the future Restricted Securities indefinitely unless the Subscriber decides Restricted Securities are registered pursuant to offerthe Securities Act or, resellin the opinion of counsel in form and substance satisfactory to the Company, pledge an exemption from the registration requirement is available; (c) The undersigned cannot be assured that any exemption from the registration requirement will be available should the undersigned desire to transfer the Restricted Securities, and therefore, the undersigned may not be able to dispose of or otherwise transfer the Restricted Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Actcircumstances, in the amounts, or at the time proposed by the undersigned; (Bd) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if availablewhich provides for certain limited, or (C) pursuant to any other routine sales of unregistered securities, is not presently available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registrationthe Restricted Securities, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because and the Company is a shell company, Rule 144 may not under no obligation to furnish the information that might be available necessary to enable the Subscriber for the resale undersigned to sell any of the Restricted Securities until under Rule 144; and (e) Only the following conditions are metCompany may file a registration statement with the SEC, and except as may be provided in any written agreement between the Company the Holder: (i) the issuer of Company is under no obligation to do so with respect to the securities that was formerly a shell company has ceased to be a shell companyRestricted Securities; nor (ii) does the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required Company have any obligation to file such reports and materials), any other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information disclosure statement with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsrespect thereto.

Restrictions on Transfer. (a) The Subscriber Trust acknowledges that it has been advised that he might be considered to be an "affiliate" of the Companies for purposes of Rule 145 ("Rule 145") of the General Rules and understands Regulations (the Placement Units are being offered in a transaction not involving a public offering in "Rules and Regulations") of the United States within the meaning of SEC under the Securities Act. The Trust represents and warrants to, and agrees with, the Purchaser and CDL that: (i) The Trust shall not make any sale, transfer or other disposition of CDL Common Stock in violation of the Securities Act or the Rules and Regulations promulgated thereunder. (ii) The Trust has been advised that the offering, sale and delivery of the CDL Common Stock to him pursuant hereto has been registered under the Securities Act on a Registration Statement on Form S-4. The Shareholder has also been advised, however, that since he may be deemed to be an "affiliate" of the Companies as of the date hereof, any public offering or sale by him of any of the CDL Common Stock will, under current law, require either (i) the further registration under the Securities Act of the CDL Common Stock to be offered and sold, (ii) compliance with Rule 145, or (iii) the availability of another exemption from such registration under the Securities Act. (iii) The Trustees of the Trust have read the provisions of this Agreement, including the provisions of this Section 5.8, and has discussed their requirements and other applicable limitations upon his ability to sell, transfer or otherwise dispose of the CDL Common Stock, to the extent the Shareholder felt necessary, with his counsel. (iv) The Trust has been informed by the Purchaser and CDL that the CDL Common Stock has not been registered under the Securities Act and, if in for distribution by the future Shareholder and that the Subscriber decides to offer, resell, pledge or otherwise transfer CDL Common Stock must be held by the Securities, Trust for at least one year unless (i) such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed shares of CDL Common Stock have been registered for distribution under the Securities Act, (Bii) pursuant a sale of the shares of CDL Common Stock is made in conformity with the volume and other limitations of Rule 145, or (iii) in the opinion of counsel acceptable to an the Purchaser and CDL, some other exemption from registration under the Securities Act is available with respect to any such proposed sale, transfer or other disposition of the shares of CDL Common Stock. (v) The Trust understands that stop transfer instructions will be given to CDL's transfer agent with respect to the shares of the CDL Common Stock and that there will be placed on the certificates for the shares of the CDL Common Stock, or any substitutions therefor, a legend stating in substance: "The shares represented by this certificate were issued in a transaction to which Rule 144 145 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 19341933, as amended (the “Exchange "Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials"), other than Form 8-K reports; applies, and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical may be sold or otherwise transferred only in compliance with the requirements limitations of such Rule 144 and 145, or upon receipt by the release Company of an opinion of counsel acceptable to it that some other exemption from registration under the Act is available, or waiver pursuant to a registration statement under the Act. (vi) The Trust hereby agrees that, for a period of any contractual transfer restrictionsone (1) year following the Closing Date, the Trust will obtain an agreement similar to this from each transferee of the CDL Common Stock sold or otherwise transferred by the Trust, but only if such transaction is effected other than in a transaction involving a registered public offering or as a sale pursuant to Rule 145.

Restrictions on Transfer. The Subscriber acknowledges (a) On the 2011-2 Closing Date, the Issuer shall sell the Series 2011-2 Notes to the Initial Purchaser pursuant to the Series 2011-2 Note Purchase Agreement and understands deliver such Series 2011-2 Notes in accordance herewith and therewith. Thereafter, no Series 2011-2 Note may be sold, transferred or otherwise disposed of except in compliance with the Placement Units provisions of the Indenture and except as follows: (A) to Persons that the transferring Person reasonably believes are being offered Qualified Institutional Buyers in a transaction not involving a public offering reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A promulgated thereunder (“Rule 144A”); (B) in offshore transactions in reliance on Regulation S under the United States Securities Act (“Regulation S”); (C) to institutional “accredited investors” within the meaning of the Securities Act. The Securities have not been registered Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and, if (“Institutional Accredited Investors”) that take delivery of such Series 2011-2 Note in an amount of at least $250,000 and that deliver an Investment Letter substantially in the future form of Exhibit C to the Subscriber decides Indenture to offer, resell, pledge or otherwise transfer the Securities, Indenture Trustee; or (D) to a Person who is taking delivery of such Securities may be offered, resold, pledged or otherwise transferred only (A) Series 2011-2 Notes pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption a transaction that is otherwise exempt from the registration requirements of the Securities Act, as confirmed in an Opinion of Counsel by such Person or its transferor addressed to the Indenture Trustee and in each case the Issuer, which counsel and opinion are satisfactory to the Indenture Trustee and the Issuer. The Indenture Trustee shall have no obligations or duties with respect to determining whether any transfers of the Series 2011-2 Notes are made in accordance with any applicable securities laws of any state the Securities Act or any other jurisdiction. Notwithstanding the foregoinglaw; provided that with respect to Definitive Notes, the Subscriber acknowledges Indenture Trustee shall enforce the applicable transfer restrictions in accordance with the terms set forth in this Section 206(a). (b) Each purchaser (other than the Initial Purchaser) of the Series 2011-2 Notes (including any purchaser, other than the Initial Purchaser, of an interest in the Series 2011-2 Notes which are Global Notes) shall be deemed to have acknowledged and understands agreed as follows: (i) It is (A) a qualified institutional buyer as defined in Rule 144A (“Qualified Institutional Buyer”) and is acquiring such Series 2011-2 Notes for its own institutional account or for the account or accounts of a Qualified Institutional Buyer or (B) purchasing such Series 2011-2 Notes in a transaction exempt from registration under the Securities are Act and in compliance with the provisions of this Supplement and in compliance with the legend set forth in clause (iv) below or (C) not a U.S. Person as defined in Regulation S (a “U.S. Person”) and is acquiring such Series 2011-2 Notes outside of the United States. (ii) It is purchasing one or more Series 2011-2 Notes in an amount of at least $250,000 and it understands that such Series 2011-2 Notes may be resold, pledged or otherwise transferred only in an amount of at least $250,000. (iii) It represents and warrants to the Issuer, the Indenture Trustee and the Initial Purchaser, that either (i) it is not acquiring the Series 2011-2 Note with the plan assets of a Benefit Plan or any other plan that is subject to transfer restrictions as described in a law that is similar to Title I of ERISA or Section 7 hereof. The Subscriber agrees that if any transfer 4975 of its Securities the Code or (ii) the acquisition, holding and disposition of the Series 2011-2 Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any interest therein similar applicable law. (iv) It understands that the Series 2011-2 Notes are being transferred to it in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Series 2011-2 Notes, such Series 2011-2 Notes may be resold, pledged or transferred only in accordance with applicable state securities laws and (1) in a transaction meeting the requirements of Rule 144A, to a Person that the seller reasonably believes is proposed a Qualified Institutional Buyer that purchases for its own account (or for the account or accounts of a Qualified Institutional Buyer) and to be madewhom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (2) (A) to a Person that is an Institutional Accredited Investor, is taking delivery of such Series 2011-2 Notes in an amount of at least $250,000, and delivers an Investment Letter to the Indenture Trustee or (B) to a Person that is taking delivery of such Series 2011-2 Notes pursuant to a transaction that is otherwise exempt from the registration requirements of the Securities Act, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company confirmed in an opinion of counsel addressed to the Indenture Trustee, the Issuer and the transferor, which counsel and opinion are satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registrationIndenture Trustee, the Subscriber agrees it Issuer and the transferor, or (3) in an offshore transaction in accordance with Rule 903 or 904 of Regulation S. (v) It is not a Competitor. (vi) It understands that each Series 2011-2 Note shall bear a legend substantially to the following effect: (vii) Each investor described in Section 206(a)(B) understands that the Series 2011-2 Notes have not and will not resell be registered under the Securities (unless otherwise permitted pursuant Act, that any offers, sales or deliveries of the Series 2011-2 Notes purchased by it in the United States or to U.S. Persons prior to the terms hereof). The Subscriber further acknowledges date that because is 40 days after the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale later of the Securities until the following conditions are met: (i) the issuer commencement of the securities that was formerly a shell company has ceased to be a shell company; distribution of the Series 2011-2 Notes and (ii) the issuer 2011-2 Closing Date, may constitute a violation of United States law, and that distributions of principal and interest will be made in respect of such Notes only following the delivery by the holder of a certification of non-U.S. beneficial ownership or the exchange of beneficial interest in Temporary Regulation S Global Notes for beneficial interests in the related Permanent Regulation S Global Notes (which in each case will itself require a certification of non-U.S. beneficial ownership), at the times and in the manner set forth in this Supplement. (viii) The Temporary Regulation S Global Notes representing the Series 2011-2 Notes sold to each investor described in Section 206(a)(B) will bear a legend to the following effect, unless the Issuer determines otherwise consistent with Applicable Law: (ix) The Indenture Trustee shall not permit the transfer of any Series 2011-2 Notes unless such transfer complies with the terms of the securities is subject foregoing legends and, in the case of a transfer (i) to an Institutional Accredited Investor (other than a Qualified Institutional Buyer), the transferee delivers a completed Investment Letter to the reporting Indenture Trustee, or (ii) to a Person other than a Qualified Institutional Buyer or an Institutional Accredited Investor, upon delivery of an Opinion of Counsel satisfactory to the Indenture Trustee, the Issuer and the Transferor, to the effect that the transferee is taking delivery of the Series 2011-2 Notes in a transaction that is otherwise exempt from the registration requirements of Section 13 or 15(d) of the Securities Exchange Act Act, which counsel and opinion are satisfactory to the Indenture Trustee, the Issuer and the Transferor. (c) Forms substantially in the form of 1934Exhibit(s) B through F, as amended (the “Exchange Act”); (iii) the issuer appropriate, shall be completed in connection with any transfer of the securities has filed all Exchange Act reports Series 2011-2 Notes. ARTICLE III Series 2011-2 Series Account and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports Allocation and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements Application of Rule 144 and the release or waiver of any contractual transfer restrictions.Amounts Therein

Restrictions on Transfer. The (a) Subscriber acknowledges understands and understands agrees that the Placement Units are being offered in a transaction not involving a public offering in Note, the United States within the meaning Warrants and any Shares to be issued upon conversion of the Securities Act. The Securities Note or exercise of the Warrants (together, the “Securities”) have not been registered under the Securities Act andof 1933 (the “Securities Act”), if in the future Washington Securities Act or the Subscriber decides securities laws of any other state, and the Company has no obligation or current intention to offer, resell, pledge or otherwise transfer register the Securities, such and accordingly, the Securities must be held indefinitely unless they are subsequently registered or unless, in the opinion of counsel reasonably acceptable to the Company, a sale or transfer may be made without registration under Federal and state securities laws. Subscriber further agrees that any certificate evidencing the Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under bear a legend restricting the transfer of any of the Securities Actin a manner generally consistent with the foregoing. (b) Subscriber is aware of the provisions of Rule 144, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if availablewhich, in substance, permit limited public resale of “restricted securities” acquired by non-affiliates of the issuer thereof, directly or (C) pursuant to any other available exemption indirectly, from the registration requirements issuer (or from an affiliate of the Securities Actsuch issuer), and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is non-public offering subject to the reporting requirements satisfaction of certain conditions, if applicable, including, among other things, the availability of certain public information about the Company and the resale occurring not less than six (6) months after the party has purchased and paid for the securities to be sold. (c) Subscriber further understands that at the time Subscriber wishes to sell the Note or the Securities to be issued in connection therewith or upon conversion thereof there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not have filed all reports and other materials required under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials)amended, other than Form 8-K reports; , during the preceding 12 months, and (iv) at least one year has elapsed from that, in such event, because the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not Company used to be a “shell company” as contemplated under Rule 144(i), despite technical compliance with Rule 144 will not be available to Subscriber. (d) Subscriber further understands that in the event all of the requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the release fact that Rule 144 is not exclusive, the staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or waiver sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. (e) Notwithstanding the foregoing provisions of this Section 2, Subscriber will be permitted to transfer the Note and Warrants to any contractual transfer restrictionsindividual or entity that controls, is controlled by, or is under common control with Subscriber (each, an “Affiliate”), subject to applicable requirements of the federal and state securities laws.

Restrictions on Transfer. The Subscriber acknowledges and Buyer understands the Placement Units are being offered in a transaction not involving a public offering that, except as provided in the United States within the meaning of Registration Rights Agreement, the Securities Act. The Securities and the Warrant Shares have not been and are not being registered under the Securities 1933 Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities any applicable state securities laws. The Buyer may be offered, resold, pledged or otherwise required to hold the Securities and the Warrant Shares indefinitely and the Securities and the Warrant Shares may not be transferred only unless (Ai) the Securities and the Warrant Shares are sold pursuant to an effective registration statement filed under the Securities 1933 Act, (Bii) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver Buyer shall have delivered to the Company an opinion of counsel satisfactory to the effect that the Securities or the Warrant Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions, (iii) the Securities or the Warrant Shares are sold or transferred to an “affiliate” (as defined in Rule 144 (or a successor rule)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 3.5 and who is an Accredited Investor, (iv) the Securities or the Warrant Shares are sold pursuant to Rule 144, or (v) the Securities or the Warrant Shares are sold pursuant to Regulation S (or a successor rule), and the Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities and the Warrant Shares may be pledged as collateral in connection with respect a bona fide margin account or other lending arrangement. The Buyer understands that until such time as the Securities and Warrant Shares have been resold pursuant to such transfer. Absent a registration statement filed under the 1933 Act as contemplated by the Registration Rights Agreement, are eligible for resale pursuant to Rule 144(k) under the 1933 Act or are sold pursuant to Rule 144 or another available similar exemption from registration, the Subscriber agrees it will not resell certificates evidencing the Securities and Warrant Shares may bear a restrictive legend in substantially the following form (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is and a shell company, Rule 144 stop-transfer order may not be available to the Subscriber for the resale placed against transfer of the certificates evidencing such Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.Warrant Shares):

Restrictions on Transfer. The Subscriber acknowledges This Warrant and understands the Placement Units are being offered in a transaction Warrant Shares will not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been ------------------------- be registered or qualified under the Securities Act andof 1933, if in as amended (the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities "Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available"), or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdictionjurisdiction and therefore will not be transferable except pursuant to an exemption under or in accordance with the Act, including Rule 144A adopted under the Act, in compliance with applicable state securities laws and pursuant to the provision of this Warrant. Notwithstanding Unless the foregoing, Warrant or Warrant Shares shall have been duly registered under the Subscriber acknowledges and understands the Securities are subject Act pursuant to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any , (a) the certificates representing the Warrant Shares shall bear a legend comparable to the legend on the first page of this Warrant regarding restrictions on transfer and (b) no sale, pledge or other disposition of its Securities this Warrant or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber Warrant Shares may be required made by any person unless either (i) such sale, pledge or other disposition is made to deliver a "qualified institutional buyer" that executes a certificate in the form of Exhibit A attached hereto to the effect that (A) it is a "qualified institutional buyer" as defined under Rule 144A of the Act, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A and (B) it is aware that the transferor of this Warrant or any Warrant Shares intends to rely on the exemption from the registration requirements under the Act provided by Rule 144A, or (ii) such sale, pledge or other disposition is otherwise made in a transaction exempt from the registration requirements under the Act and (A) the prospective transferor and transferee certify in writing to the Company an the facts surrounding such disposition, which certifications shall be in the form of Exhibits B-1 and B-2 attached hereto and (B) if the disposition is not a transfer under Rule 144A or a disposition between or among affiliates, the Company may request a written opinion of counsel reasonably satisfactory to the Company to the effect that such disposition will not violate the Act. In connection with respect to such transfer. Absent registration a sale or another available exemption from registrationother disposition of the Warrant or the underlying Warrant Shares, the Subscriber agrees it will not resell subsequent holder or holders shall be bound by the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale provisions of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsthis Agreement.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units Insider Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities Insider Warrants have not been registered under the Securities Act Act, and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the SecuritiesInsider Warrants, such Securities Insider Warrants may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities Insider Warrants or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transferCompany. Absent registration or another available exemption from registration, the Subscriber agrees that it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof)Insider Warrants. The Subscriber further understands and acknowledges the Securities and Exchange Commission (the “SEC”) has taken the position the Subscriber would be considered a promoter under the Securities Act and that because promoters or affiliates of a blank check company and their transferees, both before and after a business combination, would act as “underwriters” under the Company is a shell Securities Act when reselling the securities of that blank check company. Accordingly, Rule 144 may promulgated under the Securities Act will not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, Insider Warrants despite technical compliance with the requirements of Rule 144 and 144, in which event the release or waiver of any contractual transfer restrictionsresale transactions would need to be made through a registered offering.

Restrictions on Transfer. A Member may Transfer his, her or its Membership Unit only in compliance with this Article. An attempted Transfer of all or a portion of a Member’s Membership Units that is not in compliance with this Article shall be null and void. Restrictions have been placed upon the ability of Investors to resell or otherwise dispose of any Membership Units purchased hereunder including (without limitation) the following: (1) No member may resell or otherwise transfer any Membership Units without the satisfaction of certain conditions designed to comply with applicable tax and securities laws, including (without limitation) the requirement that certain legal opinions be provided to the Series Manager with respect to such matters at the expense of the Member requesting such transfer. The Subscriber acknowledges and understands transferee must meet the Placement Units are being offered in same Investor qualifications as the Members admitted during the Offering Period. (2) If the Oklahoma Commissioner imposes a transaction transfer restriction on the Membership Units, they may not involving a public offering be sold or transferred without the prior written consent of the Commissioner, except as permitted in the United States within the meaning of Commissioner’s Rules. (3) The Membership Units have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemptions provided for under Section 3(a) (11) and Rule 147 thereunder. The Membership Units may not be sold or otherwise transferred without registration under the Securities Act or pursuant to an exemption therefrom. In addition, no sales or transfers may be made to non-Oklahoma residents for at least nine (9) months after the last sale of Membership Units offered hereby. (4) A legend will be placed upon all instruments evidencing ownership of Membership Units in the Series stating that the Membership Units have not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and set forth the foregoing limitations on resale. Notations regarding these limitations shall be made in each case in accordance with any applicable securities laws the appropriate records of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company Series with respect to such all Membership Units offered hereby. The foregoing steps will also be taken in connection with the issuance of any new instruments for any Membership Units that are presented for transfer, to the extent the Manager deems appropriate, and specifically in connection with instruments presented for transfer during the nine (9) month period described above. (5) The Series will charge a minimum transfer fee of Five Hundred Dollars ($500) per transfer of ownership. Absent registration or another available exemption from registrationIf a Member transfers Membership Units to more than one person, except transferees who will hold title together, the Subscriber agrees it transfer to each person will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is be considered a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsseparate transfer.

Restrictions on Transfer. The (a) Subscriber acknowledges understands and understands agrees that the Placement Units are being offered in a transaction not involving a public offering in Convertible Note, Shares and Warrant (together, the United States within the meaning of the Securities Act. The Securities “Securities”) have not been registered under the Securities Act andof 1933, if in as amended (the future “Securities Act”), or the Subscriber decides securities laws of any other state, and the Company has no obligation or current intention to offer, resell, pledge or otherwise transfer register the Securities, such and accordingly, the Securities must be held indefinitely unless they are subsequently registered or unless, in the opinion of counsel reasonably acceptable to the Company, a sale or transfer may be made without registration under Federal and state securities laws. Subscriber further agrees that any certificate evidencing the Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under bear a legend restricting the transfer of any of the Securities Actin a manner generally consistent with the foregoing. (b) Subscriber is aware of the provisions of Rule 144, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if availablewhich, in substance, permit limited public resale of “restricted securities” acquired by non-affiliates of the issuer thereof, directly or (C) pursuant to any other available exemption indirectly, from the registration requirements issuer (or from an affiliate of the Securities Actsuch issuer), and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is non-public offering subject to the reporting requirements satisfaction of certain conditions, if applicable, including, among other things, the availability of certain public information about the Company and the resale occurring not less than six (6) months after the party has purchased and paid for the securities to be sold. (c) Subscriber further understands that, at the time Subscriber wishes to sell the Shares, there may be no public market upon which to make such a sale and that, even if such a public market then exists, the Company may not have filed all reports and other materials required under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials)amended, other than Form 8-K reports; , during the preceding twelve (12) months and (iv) at least one year has elapsed from that, in such event, because the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not Company may have been a “shell company” as contemplated under Rule 144(i), despite technical compliance with Rule 144 may not be available to Subscriber. (d) Subscriber further understands that in the event all of the requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the release fact that Rule 144 is not exclusive, the staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or waiver of any contractual transfer restrictionssales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

Restrictions on Transfer. The Subscriber acknowledges Purchaser understands and understands agrees that the Placement Units Securities are being offered in a transaction not involving a public offering subject to the transfer restrictions specified herein and in the United States within Warrants, and that the meaning of the Securities Act. The Securities have not been registered under the Securities Act andor the securities laws of any state or other jurisdiction; accordingly, if the Securities (including the Warrant Shares) must be held indefinitely unless they are subsequently registered or unless, in the future opinion of counsel reasonably acceptable to the Subscriber decides to offerCompany, resell, pledge a sale or otherwise transfer the Securities, such Securities may be offeredmade in compliance with the provisions of this Subscription Agreement and the Warrants, resoldas the case may be, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from and without registration under Rule 144 promulgated under United States securities laws and the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and The Purchaser understands that the Securities are subject to transfer restrictions as described in Section 7 hereofbeing sold without any Registration Rights. The Subscriber Purchaser further agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber legends may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell placed on the Securities (unless otherwise permitted pursuant to restricting the terms hereof)transfer thereof, and that appropriate notations may be made in the Company’s stock books and stop transfer instructions placed with the transfer agent of the Common Stock, each in a manner generally consistent with the foregoing. The Subscriber further acknowledges that because Purchaser is aware of the Company is a shell company, provisions of Rule 144 may not be available to the Subscriber for the which, in substance, permit limited public resale of the Securities until the following conditions are met: (i) “restricted securities” acquired by non-affiliates of the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) thereof, directly or indirectly, from the issuer (or from an affiliate of the securities is such issuer), in a non-public offering subject to the reporting requirements satisfaction of certain conditions, if applicable, including, among other things, the availability of certain public information about the Company and the resale occurring not less than six (6) months after the party has purchased and paid for the securities to be sold. The Purchaser further understands that at the time the Purchaser wishes to sell Securities (including any Warrant Shares issued or issuable upon exercise of the Warrants) there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not have filed all reports and other materials required under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials)amended, other than Form 8-K reports; , during the preceding 12 months, and that, in such event, because the Company is a former “shell company” as contemplated under paragraph (ivi) at least one year has elapsed from of Rule 144, Rule 144 will not be available to the Purchaser. The Purchaser further understands that, because the Company is a former “shell company” as contemplated under paragraph (i) of Rule 144, regardless of the amount of time that the issuer Purchaser holds the Securities, sales of the Securities may only be made under Rule 144 upon the satisfaction of certain conditions, including that the Company has filed current Form 10 type information with the SEC reflecting its status SEC, during the 12 months preceding the sale, all quarterly and annual reports required under the Securities Exchange Act of 1934, as amended; and that, accordingly, any restrictive legends placed on the Securities cannot be removed except in connection with an entity actual sale that is subject to an effective registration statement under, or an applicable exemption from the registration requirements of, the Securities Act, and “blanket” removals of any such restrictive legends will not a shell company, despite technical compliance with be possible. The Purchaser further understands that in the event all of the requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A promulgated under the Securities Act, or some other registration exemption will be required; and that, notwithstanding the release fact that Rule 144 is not exclusive, the staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or waiver of any contractual transfer restrictionssales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

Restrictions on Transfer. The Subscriber acknowledges Purchaser hereby represents and warrants to the Company that: (a) The Securities to be purchased by the Purchaser will be acquired for investment for its own account, and, except as contemplated by the Warrant Agreement and the Registration Rights Agreement or otherwise in accordance with applicable securities laws, not with a view to the resale or distribution of any part thereof and without the present intention of selling, granting any participation in, or otherwise distributing the same. 29 - 29 - (b) The Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Securities and has received all information from the Company that it has requested with respect to the Company and the Securities. (c) The Purchaser understands that the Placement Units Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being offered acquired from the Company in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered and that under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities laws and applicable regulations such securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective resold without registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under only in certain limited circumstances. In this connection, the Purchaser represents that it is familiar with Rule 144 promulgated of the Commission, as presently in effect, and understands the resale limitations imposed hereby by the Securities Act. (d) The Purchaser understands that the certificates evidencing the Securities will bear a legend evidencing the foregoing restrictions on transfer. The Securities shall not be required to bear a restrictive legend if a registration statement under the Securities Act, if available, or (C) pursuant Act is effective with respect to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities such securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel reasonably satisfactory to the Company is delivered to the Company to the effect that neither the legend nor the restrictions on transfer described in this Agreement are required to ensure compliance with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted Act. Whenever, pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell companypreceding sentence, Rule 144 may not be available to the Subscriber any certificate for the resale any of the Securities until is no longer required to bear a restrictive legend, the following conditions are met: (i) Company may and if requested by the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject holder thereof, shall, issue to the reporting requirements of Section 13 or 15(d) of holder, at the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is Company's expense any new certificate not bearing a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsrestrictive legend.

Restrictions on Transfer. The Each Subscriber acknowledges and understands the Placement Units Warrants are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act Act, and, if in the future the a Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (Ai) pursuant to an effective registration statement filed under the Securities Act, (Bii) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (Ciii) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Each Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the such Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transferCompany. Absent registration or another available exemption from registration, the each Subscriber agrees it will not resell the Securities. Each Subscriber explicitly understands and acknowledges the Securities and Exchange Commission (unless otherwise permitted pursuant to the terms hereof)"SEC") has taken the position the Subscriber would be considered a promoter under the Securities Act and that promoters or affiliates of a blank check company and their transferees, both before and after a business combination, would act as "underwriters" under the Securities Act when reselling the securities of that blank check company. The Subscriber further acknowledges that because the Company is a shell companyAccordingly, Rule 144 may promulgated under the Securities Act will not be available to the any Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and 144, in which event the release or waiver of any contractual transfer restrictionsresale transactions would need to be made through a registered offering.

Restrictions on Transfer. The Subscriber acknowledges and understands (a) Prior to any proposed transfer of any Restricted Securities (other than under the Placement Units are being offered circumstances described in a transaction not involving a public offering in Section 3 hereof), the United States within Holder thereof shall give written notice to Premiere of its intention to effect such transfer. Each such notice shall describe the meaning manner of the Securities Act. The Securities have not been registered under the Securities Act proposed transfer and, if in requested by Premiere, shall be accompanied by an opinion of counsel reasonably satisfactory to Premiere to the future effect that the Subscriber decides to offer, resell, pledge or otherwise proposed transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective effected without registration statement filed under the Securities Act, whereupon such Holder shall be entitled to transfer the Restricted Securities in accordance with the terms of its notice. Each certificate or instrument transferred as above provided shall bear the legend set forth in Section 2(b), except that such certificate or instrument shall not bear such legend if (Bi) pursuant to an exemption from registration under such transfer is in accordance with the provisions of Rule 144 promulgated (or any other rule permitting public sale without registration under the Securities Act, if available, ) or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee would be entitled to transfer such Restricted Securities in a public sale without registration under the Securities Act. Notwithstanding anything herein to the contrary, in no event shall ▇▇▇▇▇, during the period commencing on the date hereof and ending on the one (1) year anniversary of the securities is subject to the reporting requirements date hereof, transfer in any three (3) month period a number of Section 13 or 15(dshares of Registrable Securities in excess of twenty-five percent (25%) of the Registrable Securities Exchange Act of 1934, held by ▇▇▇▇▇ as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required Effective Date except pursuant to be filed, as applicable, during the preceding 12 months (or such shorter period a Premiere Registration pursuant to Section 3(a) below; provided that the issuer was required limitations provided by this sentence shall cease to file such reports and materials), other than apply (a) upon the occurrence of a "change of control" of Premiere reportable under Item 1 of Form 8-K reports; under the Exchange Act, (b) upon the closing of a Commission Rule 145 transaction unless the stockholders of Premiere immediately prior to such transaction continue to hold more than 50% of the shares of the surviving entity immediately following such transaction, and (ivc) at least one year has elapsed from in the time event that the issuer filed current Form 10 type information closing stock price of Premiere Common Stock, as reported by The Wall Street Journal, is less than 66% of the Average Closing Price (as defined in the Acquisition Agreement) for three consecutive trading days. (b) Each certificate evidencing Restricted Securities issued to any Holder in connection with the SEC reflecting its status as an entity Acquisition shall bear a legend in substantially the following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACTS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACTS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE." (c) In the event that is not any Restricted Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, Premiere shall, upon the written request of the Holder thereof, issue to such Holder a shell company, despite technical compliance with new certificate evidencing such Restricted Securities without the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionslegend required by Section 2(b) hereof endorsed thereon.

Restrictions on Transfer. The Subscriber acknowledges (a) Such Member is acquiring Exchange Shares solely for such Member’s own beneficial account, for investment purposes, and understands the Placement Units are being offered not with a view to, or for resale in a transaction not involving a public offering in the United States within the meaning connection with, any distribution of the Securities ActExchange Shares. The Securities Such Member understands that the Exchange Shares have not been registered under the Securities Act and, if or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the future investment intent of such Member and of the Subscriber decides to offer, resell, pledge or otherwise transfer other representations made by such Member in this Agreement. Such Member understands that Odyssey is relying upon the Securities, representations and agreements contained in this Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (b) Such Member understands that the Exchange Shares are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that such Member may be offered, resold, pledged or otherwise transferred dispose of Exchange Shares only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to Act or an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with such Member understands that Odyssey has no obligation or intention to register any applicable securities laws of any state the Exchange Shares or any other jurisdiction. Notwithstanding the foregoingoffering or sale thereof, the Subscriber acknowledges and understands the Securities are subject or to transfer restrictions take action so as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities to permit offers or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted sales pursuant to the terms hereofSecurities Act or an exemption from registration thereunder (including pursuant to Rule 144 thereunder). The Subscriber Accordingly, such Member understands that under the Commission’s rules, such Member may dispose of Exchange Shares only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities,” subject to the same limitations that apply to the Exchange Shares in the hands of such Member. Consequently, such Member understands that such Member must bear the economic risks of the investment in the Exchange Shares for an indefinite period of time. Such Member further acknowledges that because the Company that, under Rule 144, if such Member is not an affiliate of Odyssey, such Member must hold any Exchange Shares acquired by such Member for a shell company, period of six months before such Member may sell any of such Exchange Shares under Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met144. (c) Such Member agrees: (i) the issuer that such Member will not sell, assign, pledge, give, transfer, or otherwise dispose of any Exchange Shares or any interest therein, or make any offer or attempt to do any of the foregoing, unless the transaction is registered under the Securities Act and complies with the requirements of all applicable state securities that was formerly a shell company has ceased to be a shell companylaws, or the transaction is exempt from the registration provisions of the Securities Act and all applicable requirements of state securities laws; (ii) that the issuer of certificates representing the securities is subject Exchange Shares will bear the legend set forth in Section 4.06 making reference to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)foregoing restrictions; and (iii) the issuer of the securities has filed all Exchange Act reports that Odyssey and material its affiliates shall not be required to be filedgive effect to any purported transfer of any Exchange Shares, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical except upon compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer foregoing restrictions.

Restrictions on Transfer. The Subscriber acknowledges and understands the Placement Units Securities are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act Act, and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any available other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transferCompany. Absent registration or another an available exemption from registration, the Subscriber agrees that it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof)Securities. The Subscriber further explicitly understands and acknowledges that because the Company is Securities and Exchange Commission (the “SEC”) has taken the position the Subscriber would be considered a shell promoter under the Securities Act and that promoters or affiliates of a blank check company and their transferees, both before and after a business combination, would act as “underwriters” under the Securities Act when reselling the securities of that blank check company. Accordingly, Rule 144 may promulgated under the Securities Act will not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and 144, in which event the release or waiver of any contractual transfer restrictionsresale transactions would need to be made through a registered offering.

Restrictions on Transfer. The Subscriber acknowledges and understands (a) Pursuant to the Placement Units are being offered in a transaction not involving a public offering Company's Restated Certificate of Incorporation (the "CERTIFICATE OF INCORPORATION"), the Company's Capital Stock (as defined in the United States within Certificate of Incorporation) is subject to certain restriction on ownership and transfer. These provisions have been implemented in connection with the meaning License Agreement dated as of August 4, 1997 (the "LICENSE AGREEMENT") by and between the Company and the Blue Cross Blue Shield Association (the "BCBSA"), as amended by that certain California Blue Cross License Addendum dated as of June 12, 1998 (the "LICENSE ADDENDUM"). Subject to certain limited exceptions, Beneficial Ownership (as defined in the Certificate of Incorporation) of 5% or more (or, in the case of certain institutional investors as specified in the License Agreement, 10% or more) of the outstanding shares of any class of Capital Stock will exceed the ownership limit set forth in the Certificate of Incorporation (the "OWNERSHIP LIMIT"). These provisions have been designed to insure that the Company will not violate the terms of the License Agreement and the License Addendum. Pursuant to the terms of the letter of even date herewith, the Company and the BCBSA have agreed to certain provisions with respect to the treatment of the Securities Act. The Securities have not been registered under for purposes of computing the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements Beneficial Ownership of the Securities Act, and in each case in accordance with any applicable securities laws Capital Stock of any state or Holder. For these purposes, a Holder of any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the particular Principal Amount of Securities are subject will be deemed to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if Beneficially Own shares of Common Stock on any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver particular date equal to the Company an opinion greater of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer number of shares of Common Stock issuable in the securities event of conversion for that was formerly a shell company has ceased to be a shell company; particular Principal Amount of Securities at the Conversion Rate in effect on such date or (ii) the issuer quotient determined by dividing the Extrapolated Purchase Price (as defined below) for that particular Principal Amount of Securities at that particular date by the Market Price (calculated as if that particular date were a Repurchase Date). For these purposes, the "EXTRAPOLATED PURCHASE PRICE" shall be the sum of the securities is Issue Price of the particular Principal Amount of Securities PLUS the amount of the Original Issue Discount accrued to and including such date. The purchase by any Holder of any Securities shall constitute acknowledgment and acceptance by such Holder of such restrictions on ownership and transfer. (b) Any Securities shall bear a legend in substantially the following form: The Securities represented by this certificate are subject to restrictions on ownership and transfer. No Holder shall Beneficially Own shares of Capital Stock in excess of the Ownership Limit (as defined in Article VII, Section 14 of the Restated Certificate of Incorporation of the Corporation). Subject to certain limited specific exemptions, Beneficial Ownership of 5% or more (or, in the case of certain institutional investors as specified in the License Agreement, 10% or more) of the outstanding shares of any class of Capital Stock will exceed the Ownership Limit. For these purposes of computing the Beneficial Ownership of Capital Stock, a Holder of any particular Principal Amount of Securities will be deemed to Beneficially Own shares of Common Stock on any particular date equal to the greater of (i) the number of shares of Common Stock issuable in the event of conversion for that particular Principal Amount of Securities at the Conversion Rate in effect on such date or (ii) the quotient determined by dividing the Extrapolated Purchase Price (as defined below) for that particular Principal Amount of Securities at that particular date by the Market Price (calculated as if that particular date were a Repurchase Date). For these purposes, the "Extrapolated Purchase Price" shall be the sum of the Issue Price of the particular Principal Amount of Securities plus the amount of the Original Issue Discount accrued to and including such date. These provisions have been designed to ensure that the Corporation will not violate the terms of the License Agreement between the Corporation and the Blue Cross and Blue Shield Association (the "BCBSA"). The Corporation maintains at its principal executive office a copy of the applicable requirements of the BCBSA relating to such restrictions on ownership and transfer, as such requirements may be amended from time to time, which are open to inspection by the stockholders, at all reasonable times during office hours. Any Holder who attempts to Beneficially Own Securities in violation of this limitation must immediately notify the Corporation. Except as otherwise noted, all capitalized terms in this legend have the meaning ascribed to them in the Corporation's Restated Certificate of Incorporation, as the same may be amended from time to time, a copy of which, including the restrictions on ownership and transfer, will be sent without charge to each Holder who so requests. Upon the occurrence of any event that would cause any Holder to exceed the Ownership Limit, all Securities and shares of Capital Stock Beneficially Owned by such Holder in excess of the Ownership Limit will automatically be deemed Excess Shares and be transferred immediately to the Share Escrow Agent and be subject to the reporting requirements of Section 13 or 15(d) provisions of the Securities Exchange Act Corporation's Restated Certificate of 1934Incorporation and the Share Escrow Agent Agreement, as amended (a copy of which the “Exchange Act”); (iii) the issuer Corporation maintains at its principal executive offices. The foregoing summary of the securities has filed all Exchange Act reports restrictions on ownership and material required transfer is qualified in its entirety by reference to be filed, as applicable, during the preceding 12 months (Corporation's Restated Certificate of Incorporation. The purchase by or such shorter period that the issuer was required transfer to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver any Holder of any contractual transfer restrictionsSecurities shall constitute acknowledgment and acceptance by such Holder of such restrictions on ownership and transfer. (c) Any stock certificate representing the Common Stock issued upon conversion of a Security shall bear any legend then used by the Company pertaining to the foregoing restriction on ownership and transfer.

Restrictions on Transfer. The Subscriber acknowledges and understands (a) Prior to any proposed transfer of any Restricted Securities (other than under the Placement Units are being offered circumstances described in a transaction not involving a public offering in Section 3 hereof), the United States within Holder thereof shall give written notice to Premiere of its intention to effect such transfer. Each such notice shall describe the meaning manner of the Securities Act. The Securities have not been registered under the Securities Act proposed transfer and, if in requested by Premiere, shall be accompanied by an opinion of counsel reasonably satisfactory to Premiere to the future effect that the Subscriber decides to offer, resell, pledge or otherwise proposed transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective effected without registration statement filed under the Securities Act, whereupon such Holder shall be entitled to transfer the Restricted Securities in accordance with the terms of its notice. Each certificate or instrument transferred as above provided shall bear the legend set forth in Section 2(b), except that such certificate or instrument shall not bear such legend if (Bi) pursuant to an exemption from registration under such transfer is in accordance with the provisions of Rule 144 promulgated (or any other rule permitting public sale without registration under the Securities Act, if available, ) or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee would be entitled to transfer such Restricted Securities in a public sale without registration under the Securities Act. Notwithstanding anything herein to the contrary, in no event shall ▇▇▇▇▇, during the period commencing on the date hereof and ending on the one (1) year anniversary of the securities is subject to the reporting requirements date hereof, transfer in any three (3) month period a number of Section 13 or 15(dshares of Registrable Securitiesin excess of twenty-five percent (25%) of the Registrable Securities Exchange Act of 1934, held by ▇▇▇▇▇ as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required Effective Date except pursuant to be filed, as applicable, during the preceding 12 months (or such shorter period a Premiere Registration pursuant to Section 3(a) below; provided that the issuer was required limitations provided by this sentence shall cease to file such reports and materials), other than apply (a) upon the occurrence of a "change of control" of Premiere reportable under Item 1 of Form 8-K reports; under the Exchange Act, (b) upon the closing of a Commission Rule 145 transaction unless the stockholders of Premiere immediately prior to such transaction continue to hold more than 50% of the shares of the surviving entity immediately following such transaction, and (ivc) at least one year has elapsed from in the time event that the issuer filed current Form 10 type information closing stock price of Premiere Common Stock, as reported by The Wall Street Journal, is less than 66% of the Average Closing Price (as defined in the Acquisition Agreement) for three consecutive trading days.. (b) Each certificate evidencing Restricted Securities issued to any Holder in connection with the SEC reflecting its status as an entity Acquisition shall bear a legend in substantially the following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACTS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACTS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE." (c) In the event that is not any Restricted Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, Premiere shall, upon the written request of the Holder thereof, issue to such Holder a shell company, despite technical compliance with new certificate evidencing such Restricted Securities without the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionslegend required by Section 2(b) hereof endorsed thereon.