Common use of Understandings Clause in Contracts

Understandings. Each of the Purchasers understands, acknowledges and agrees with the Company as follows: (1) No federal or state agency or authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of the Offering nor any recommendation or endorsement of the Securities. Any representation to the contrary is a criminal offense. In making an investment decision, Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved. (2) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Purchaser herein and in the Purchaser Questionnaire. (3) Notwithstanding the registration obligations provided herein, there can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. (4) The Purchaser acknowledges that the Offering is confidential and non-public and agrees that all information about the Offering shall be kept in confidence by the Purchaser until the public announcement of the Offering by the Company. The Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the Purchaser from trading in the Company’s securities to the extent such trading is on the basis of material, non-public information. Except for the terms of the transaction documents and the fact that the Company is considering consummating the transactions contemplated therein, and except where the Purchaser or its agent has executed a Non-Disclosure Agreement with the Company, the Company confirms that neither the Company nor, to its knowledge, any other Person acting on its behalf, has provided any of the Purchasers or their agents or counsel with any information that constitutes material, non-public information. (5) The Purchaser agrees that beginning on the date hereof until the Offering is publicly announced by the Company (which the Company has agreed to undertake in accordance with the provisions of Section F.1. hereof), the Purchaser will not enter into any Short Sales. For purposes of determining whether a Purchaser has an equivalent offsetting long position in the Common Stock, all Common Stock that would be issuable upon exercise in full of all options then held by such Purchaser (assuming that such options were then fully exercisable, notwithstanding any provisions to the contrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by such Purchaser.

Understandings. Each of the Purchasers The undersigned understands, acknowledges and agrees with the Company as follows: (1) . This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion, at any time, notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned's Subscription. 2. This Subscription is and shall be irrevocable, except that the undersigned shall have no obligations hereunder in the event that this Subscription is rejected in full or part for any reason. 3. No federal Federal or state agency or authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents Memorandum or as to the fairness of the terms of the this Offering for investment, nor any recommendation or endorsement of the SecuritiesUnits. 4. Any representation to the contrary is a criminal offense. In making an investment decision, Purchasers must rely on their own examination The offer and sale of the Company and the terms of the Offering, including the merits and risks involved. (2) The Offering Units is intended to be exempt from registration under the Securities Act by virtue of Section section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D. Except as set forth in Section D thereunderbelow, which the Company is in part dependent upon under no obligation to register the truth, completeness and accuracy Units on behalf of the statements made by undersigned or to assist the Purchaser herein undersigned in complying with any exemption from registration. 5. There is no public or other market for the Units or the Common Stock of the Company and no public or other market is expected to develop in the Purchaser Questionnaire. (3) Notwithstanding the registration obligations provided herein, there foreseeable future. There can be no assurance that the Purchaser undersigned will be able to sell or dispose of the Securitiesshares of Series A Preferred Stock or the Warrants subscribed for hereby or the Common Stock into which such shares and warrants may be converted. It is understood that in In order not to jeopardize the Offering’s 's exempt status under Section section 4(2) of the Securities Act and Regulation D, any the transferee may, at a minimum, will be required to fulfill the investor suitability requirements thereunder. (4) 6. All assumptions, projections, estimates and forecasts set forth in the Memorandum have been included therein for purposes of illustration only, and no assurance is given that actual results will correspond with the results contemplated by the various assumptions set forth therein. 7. The Purchaser undersigned acknowledges that the Offering information contained in the Memorandum is confidential and non-public and agrees that all such information about the Offering shall be kept in confidence by the Purchaser until undersigned and neither used by the undersigned to the undersigned's personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason; provided, however, that this obligation shall not apply to any such information which (i) is part of the public announcement knowledge or literature and readily accessible at the date hereof; (ii) becomes part of the Offering public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision); or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements including, without limitation, any Subscription Agreement that they may have entered into with the Company). 8. The Purchaser acknowledges that Units are being issued in reliance upon the foregoing restrictions on truth and accuracy of the Purchaser’s use representations made herein and disclosure of any such confidential, non-public the information contained in the above-described documents restricts the Purchaser from trading in the Company’s securities to the extent such trading is on the basis of material, non-public information. Except for the terms of the transaction documents and the fact that the Company is considering consummating the transactions contemplated therein, and except where the Purchaser or its agent has executed a Non-Disclosure Agreement with the Company, the Company confirms that neither the Company nor, to its knowledge, any other Person acting on its behalf, has provided any of the Purchasers or their agents or counsel with any information that constitutes material, non-public informationQuestionnaire. (5) The Purchaser agrees that beginning on the date hereof until the Offering is publicly announced by the Company (which the Company has agreed to undertake in accordance with the provisions of Section F.1. hereof), the Purchaser will not enter into any Short Sales. For purposes of determining whether a Purchaser has an equivalent offsetting long position in the Common Stock, all Common Stock that would be issuable upon exercise in full of all options then held by such Purchaser (assuming that such options were then fully exercisable, notwithstanding any provisions to the contrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by such Purchaser.

Understandings. Each of the Purchasers understands, acknowledges and agrees with the Company as follows: (1) No federal or state agency or authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of the Offering nor any recommendation or endorsement of the Securities. Any representation to the contrary is a criminal offense. In making an investment decision, Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved. (2) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Purchaser herein and in the Purchaser Questionnaire. (3) Notwithstanding the registration obligations provided herein, there There can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. (4) The Purchaser acknowledges that the Offering is confidential and non-public and agrees that all information about the Offering shall be kept in confidence by the Purchaser until the public announcement of the Offering by the Company. The Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the Purchaser from trading in the Company’s securities to the extent such trading is on the basis of material, non-public informationinformation of which the Purchaser is aware. Except for the terms of the transaction documents Offering Documents and the fact that the Company is considering consummating the transactions contemplated therein, and except where the Purchaser or its agent has executed a Non-Disclosure Agreement with the Company, the Company confirms that neither the Company nor, to its knowledge, any other Person person acting on its behalf, has provided any of the Purchasers or their agents or counsel with any information that constitutes material, non-public informationinformation in connection with this Offering. (5) The Purchaser agrees that beginning on the date hereof until the Offering is publicly announced by the Company (which the Company has agreed to undertake in accordance with the provisions of Section F.1. F(2) hereof), the Purchaser will not enter into any Short Sales. For purposes of the foregoing sentence, a “Short Sale” by a Purchaser means a sale of Common Stock that is marked as a short sale and that is executed at a time when such Purchaser has no equivalent offsetting long position in the Common Stock, exclusive of the Shares. For purposes of determining whether a Purchaser has an equivalent offsetting long position in the Common Stock, all Common Stock that would be issuable upon exercise in full of all options then held by such Purchaser (assuming that such options were then fully exercisable, notwithstanding any provisions to the contrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by such Purchaser. (6) In the United Kingdom, the Common Stock will only be available for subscription pursuant to the Offering to persons of a kind described in Article 19 (Investment Professionals), Article 48 (Certified High Net Worth Individuals), Article 49 (High Net Worth Companies, Unincorporated Association etc), and/or Article 50 (Sophisticated Investors) of the FPO, as presently in effect, and in circumstances that will not constitute an offer to the public in the United Kingdom within the meaning of the EU Prospectus Directive (2003/71/EC), and the Financial Services and Markets ▇▇▇ ▇▇▇▇, as amended, and the rules and regulations promulgated thereunder.

Understandings. Each of the Purchasers understands, acknowledges and agrees with the Company as follows: (1a) The execution of this Agreement by the Purchaser or solicitation of the investment contemplated hereby shall create no obligation on the part of the Company to accept any subscription or complete the Offering. If the Company accepts a subscription for Securities made by a Purchaser, it shall countersign this Agreement within one business day of its submission by Purchaser. (b) No federal or state agency or authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of the Offering nor any recommendation or endorsement of the Securities. Any representation to the contrary is a criminal offense. In making an investment decision, Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved. (2c) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Purchaser herein and in the Purchaser Questionnaire. (3d) Notwithstanding the registration obligations provided herein, there can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. (4e) The Purchaser acknowledges that the Offering is confidential and non-public and agrees that all information about the Offering shall be kept in confidence by the Purchaser until the public announcement of the Offering by the Company. The Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the Purchaser from trading in the Company’s securities to the extent such trading is on the basis of material, non-public informationinformation of which the Purchaser is aware. The Company agrees to issue a press release disclosing the terms of the Offering immediately upon execution of this Agreement, and the Company will file a Form 8-K along with any exhibits thereto within one business day after the execution of this Agreement. Except for the terms of the transaction documents and the fact that the Company is considering consummating the transactions contemplated therein, and except where the Purchaser or its agent has executed a Non-Disclosure Agreement with the Company, the Company confirms that neither the Company nor, to its knowledge, any other Person person acting on its behalf, has provided any of the Purchasers or their agents or counsel with any information that constitutes material, non-public information, and the Company agrees that it will not provide the Purchaser or its Agent, without its consent, with any information that constitutes material non-public information for so long as such Purchaser continues to hold any Securities of the Company. (5f) The Purchaser agrees that beginning on the date hereof and until the Offering is publicly announced by the Company (which the Company has agreed to undertake in accordance with the provisions of Section F.1. 10.3 hereof), the Purchaser will not enter into any Short Sales. For purposes of the foregoing sentence, a “Short Sale” by a Purchaser means a sale of Common Stock that is marked as a short sale and that is executed at a time when such Purchaser has no equivalent offsetting long position in the Common Stock, exclusive of the Shares. For purposes of determining whether a Purchaser has an equivalent offsetting long position in the Common Stock, all Common Stock that would be issuable upon exercise in full of all options then held by such Purchaser (assuming that such options were then fully exercisable, notwithstanding any provisions to the contrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by such Purchaser. (g) Certificates evidencing the Securities shall bear any legend as required by the “blue sky” laws of any applicable state and a restrictive legend in substantially the following form, until such time as they are not otherwise required under Section 10.4: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY. (h) The Purchaser understands and acknowledges that the Company intends, in accordance with its certificate of incorporation, bylaws and the General Corporation Law of Delaware, to call a meeting of its stockholders (the “Stockholder Meeting”) for the purpose of obtaining approval to increase the number of authorized shares of Common Stock available for issuance under the Company’s certificate of incorporation (the “Charter Amendment”). Each Purchaser shall enter into a voting agreement in substantially the form attached hereto as Exhibit G (the “Voting Agreement”), pursuant to which such Purchaser will agree to vote all of shares of Common Stock beneficially owned by such Purchaser in favor of the Charter Amendment.

Understandings. Each of the Purchasers understands, acknowledges and agrees with the Company as follows: (1) The execution of this Agreement by the Purchaser or solicitation of the investment contemplated hereby shall create no obligation on the part of the Company or the Placement Agents to accept any subscription or complete the Offering. If the Company accepts a subscription for Securities made by a Purchaser, it shall countersign this Agreement within one business day of its submission by Purchaser. (2) No federal or state agency or authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of the Offering nor any recommendation or endorsement of the Securities. Any representation to the contrary is a criminal offense. In making an investment decision, Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved. (23) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Purchaser herein and in the Purchaser Questionnaire. (34) Notwithstanding the registration obligations provided herein, there can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. (45) The Purchaser acknowledges that the Offering is confidential and non-public and agrees that all information about the Offering shall be kept in confidence by the Purchaser until the public announcement of the Offering by the Company. The Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the Purchaser from trading in the Company’s securities to the extent such trading is on the basis of material, non-public informationinformation of which the Purchaser is aware. Except for the terms of the transaction documents and the fact that the Company is considering consummating the transactions contemplated therein, and except where the Purchaser or its agent has executed a Non-Disclosure Agreement with the Company, the Company confirms that neither the Company nor, to its knowledge, any other Person person acting on its behalf, has provided any of the Purchasers or their agents or counsel with any information that constitutes material, non-public information. (56) The Purchaser agrees that beginning on the date hereof until the Offering is publicly announced by the Company (which the Company has agreed to undertake in accordance with the provisions of Section F.1F.3. hereof), the Purchaser will not enter into any Short Sales. For purposes of the foregoing sentence, a “Short Sale” by a Purchaser means a sale of Common Stock that is marked as a short sale and that is executed at a time when such Purchaser has no equivalent offsetting long position in the Common Stock, exclusive of the Shares. For purposes of determining whether a Purchaser has an equivalent offsetting long position in the Common Stock, all Common Stock that would be issuable upon exercise in full of all options then held by such Purchaser (assuming that such options were then fully exercisable, notwithstanding any provisions to the contrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by such Purchaser.

Understandings. Each of the Purchasers understands, acknowledges and agrees with the Company as follows: (1) No federal or state agency or authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of the Offering nor any recommendation or endorsement of the Securities. Any representation to the contrary is a criminal offense. In making an investment decision, Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved. (2) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Purchaser herein and in the Purchaser Questionnaire. (3) Notwithstanding the registration obligations provided herein, there can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. (4) The Purchaser acknowledges that the Offering is confidential and non-public and agrees that all information about the Offering shall be kept in confidence by the Purchaser until the public announcement of the Offering by the Company. The Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the Purchaser from trading in the Company’s securities to the extent such trading is on the basis of material, non-public informationinformation of which the Purchaser is aware. Except for the terms of the transaction documents and the fact that the Company is considering consummating the transactions contemplated therein, and except where the Purchaser or its agent has executed a Non-Disclosure Agreement with the Company, the Company confirms that neither the Company nor, to its knowledge, any other Person person acting on its behalf, has provided any of the Purchasers or their agents or counsel with any information that constitutes material, non-public information. (5) The Purchaser agrees that beginning on the date hereof until the Offering is publicly announced by the Company (which the Company has agreed to undertake in accordance with the provisions of Section F.1. hereof), the Purchaser will not enter into any Short Sales. For purposes of determining whether a Purchaser has an equivalent offsetting long position in the Common Stock, all Common Stock that would be issuable upon exercise in full of all options then held by such Purchaser (assuming that such options were then fully exercisable, notwithstanding any provisions to the contrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by such Purchaser.

Understandings. Each of the Purchasers understands, acknowledges and agrees with the Company as follows: (1) Each Purchaser hereby acknowledges and agrees that the subscription hereunder, once accepted by the Company, is irrevocable by such Purchaser save as otherwise provided in Section A(5) hereof, and that, except as required by law, such Purchaser is not entitled to cancel, terminate or revoke this Agreement or any agreements of such Purchaser hereunder, except that the obligations under this Agreement shall not survive the death or disability of the Purchaser. (2) No federal or state agency or authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of the Offering nor any recommendation or endorsement of the Securities. Any representation to the contrary is a criminal offense. In making an investment decision, Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved. (23) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Purchaser herein and in the Purchaser Questionnaire. (34) Notwithstanding the registration obligations provided herein, there can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. (45) The Purchaser acknowledges that the Offering is confidential and non-public and agrees that all information about the Offering shall be kept in confidence by the Purchaser until the public announcement of the Offering by the Company. The Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the Purchaser from trading in the Company’s securities to the extent such trading is on the basis of material, non-public informationinformation of which the Purchaser is aware. Except for pro forma and projected financial information and other information reflecting the Company’s contemplated acquisition of the FAD and except for the terms of the transaction documents Transaction Documents and the fact that the Company is considering consummating the transactions contemplated therein, and except where the Purchaser or its agent has executed a Non-Disclosure Agreement with the Company, the Company confirms that neither the Company nor, to its knowledge, any other Person person acting on its behalf, has provided any of the Purchasers or their agents or counsel with any information that constitutes material, non-public information. (5) The Purchaser agrees that beginning on the date hereof until the Offering is publicly announced by the Company (which the Company has agreed to undertake in accordance with the provisions of Section F.1. hereof), the Purchaser will not enter into any Short Sales. For purposes of determining whether a Purchaser has an equivalent offsetting long position in the Common Stock, all Common Stock that would be issuable upon exercise in full of all options then held by such Purchaser (assuming that such options were then fully exercisable, notwithstanding any provisions to the contrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by such Purchaser.

Understandings. Each of the Purchasers understands, acknowledges and agrees with the Company as follows: (1) The execution of this Agreement by the Purchaser or solicitation of the investment contemplated hereby shall create no obligation on the part of the Company or the Placement Agent to accept any subscription or complete the Offering. If the Company accepts a subscription for Securities made by a Purchaser, it shall countersign this Agreement within one business day of its submission by Purchaser. (2) No federal or state agency or authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of the Offering nor any recommendation or endorsement of the Securities. Any representation to the contrary is a criminal offense. In making an investment decision, Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved. (23) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Purchaser herein and in the Purchaser Questionnaire. (34) Notwithstanding the registration obligations provided herein, there can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. (45) The Purchaser acknowledges that the Offering is confidential and non-public and agrees that all information about the Offering shall be kept in confidence by the Purchaser until the public announcement of the Offering by the Company. The Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the Purchaser from trading in the Company’s securities to the extent such trading is on the basis of material, non-public informationinformation of which the Purchaser is aware. Except for the terms of the transaction documents and the fact that the Company is considering consummating the transactions contemplated therein, and except where the Purchaser or its agent has executed a Non-Disclosure Agreement with the Company, the Company confirms that neither the Company nor, to its knowledge, any other Person person acting on its behalf, has provided any of the Purchasers or their agents or counsel with any information that constitutes material, non-public information. (56) The Purchaser agrees that beginning on the date hereof until the Offering is publicly announced by the Company (which the Company has agreed to undertake in accordance with the provisions of Section F.1F.3. hereof), the Purchaser will not enter into any Short Sales. For purposes of the foregoing sentence, a “Short Sale” by a Purchaser means a sale of Common Stock that is marked as a short sale and that is executed at a time when such Purchaser has no equivalent offsetting long position in the Common Stock, exclusive of the Shares. For purposes of determining whether a Purchaser has an equivalent offsetting long position in the Common Stock, all Common Stock that would be issuable upon exercise in full of all options then held by such Purchaser (assuming that such options were then fully exercisable, notwithstanding any provisions to the contrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by such Purchaser.

Understandings. Each of the Purchasers understands, acknowledges and agrees with the Company as follows: (1) The execution of this Agreement by the Purchaser or solicitation of the investment contemplated hereby shall create no obligation on the part of the Company or the Placement Agent to accept any subscription or complete the Offering. If this subscription is accepted by the Company, the Company must countersign this Agreement by 8:30 a.m. on the business day following receipt of this Agreement signed by the Purchaser. (2) No federal or state agency or authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of the Offering nor or any recommendation or endorsement of the Securities. Any representation to the contrary is a criminal offense. In making an investment decision, Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved. (23) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Purchaser herein and in the Purchaser Questionnaire. (34) Notwithstanding the registration obligations provided herein, there can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. (45) Notwithstanding the current listing of the Company’s Common Stock on the Nasdaq National Market, there can be no assurance that the Company will be able to maintain such listing or that the Company will be able to list its Common Stock on any other market or exchange. As a result, the Company’s Common Stock may at some time be traded on the over-the-counter bulletin board, and not on any other market or exchange. (6) The Purchaser acknowledges that the Offering is confidential and non-public and agrees that all information about the Offering shall be kept in confidence by the Purchaser until the public announcement of the Offering by the Company. . (7) The Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the Purchaser from trading in the Company’s securities to the extent such trading is on the basis of material, non-public informationinformation of which the Purchaser is aware. Except for the terms of the transaction documents and the fact that the Company is considering consummating the transactions contemplated therein, and except where the Purchaser or its agent has executed a Non-Disclosure Agreement with the Company, acknowledges and the Company confirms that neither the Company nor, to its knowledge, any other Person person acting on its the Company’s behalf, has provided any of the Purchasers or their agents or counsel with any information that constitutes material, non-public information. (5) 8) The Purchaser agrees that beginning on the date hereof which the Purchaser first learned of the Offering until the Offering is publicly announced by the Company (which the Company has agreed to undertake in accordance with will make by filing a Current Report on Form 8-K and/or issuance of a press release not later than 8:30 a.m. Eastern Time on the provisions of Section F.1. hereofbusiness day after this Agreement is executed by the Company), the Purchaser will not enter into any Short Sales. For purposes of determining whether the foregoing sentence, a “Short Sale” by a Purchaser means a sale of Common Stock that is marked as a short sale and that is executed at a time when such Purchaser has an no equivalent offsetting long position in the Common Stock, all Common Stock that would be issuable upon exercise in full exclusive of all options then held by such Purchaser (assuming that such options were then fully exercisable, notwithstanding any provisions to the contrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by such PurchaserShares.