展覽10.1。

證券購買協議

本證券購買協議（「本協議」）於2021年6月9日簽署，由SPI Energy Co., Ltd.，即開曼群島公司（「公司」）與Streeterville Capital, LLC，即猶他州有限責任公司及其繼承人和/或受讓人（「投資者」）簽署。協議”）截至2024年10月間，由SRm娛樂公司，一家內華達州公司（以下簡稱“公司”)和本協議簽署頁上確認的每位購買方（每位，包括其繼任者和受讓方，下稱“買方”及其合稱爲「擔保子公司」購買者”).

鑒於根據本協議中訂明的條款及條件，並根據根據1933年修訂版證券法（以下簡稱“證券法”）生效的登記聲明，公司希望向每位購買者發行並賣出公司證券，而每位購買者分別且不共同地希望從公司購買公司的證券，該證券在本協議中有更詳細描述。證券法

現在，因此，在考慮中 根據本協議中包含的相互承諾，以及其他充分而有價值的考慮，本公司和每位購買人同意如下：

第I條
定義

1.1 定義除本協議其他地方定義的術語外，爲便於本協議目的，以下術語所含義的定義見第1.1章節：

“取得 人員“”應具有第4.4條所規定的含義。

“行動“ 應具有第3.1(j)節中所定義的含義。

“「附屬公司」應當按照本協議簽署當日生效的《交易所法規》120億2條所賦予的含義進行解釋。“控制人”指任何人，直接或間接通過一個或多個層面的中介機構，控制或被控制或在共同控制之下的人，如證券法405條規定所使用和解釋的那樣。

“董事會 」代表公司的董事會。

“業務 日” 意指除了週六、週日、美國聯邦法定假日或紐約州銀行機構依法律或其他政府行動得以暫停業務的日子外的任何日子。

“結束“ ”指根據第2.1條進行證券的買賣結束。

“結束日期「交易日」指適用方當中已執行並交付所有交易文件，且所有前提條件（i）買方支付認購金額的義務及（ii）公司交付證券的義務均已滿足或豁免，但絕不晚於第二（2）日。^未定) 在此日期後的交易日。

“」提交給美國證券交易委員會（「“SEC”代表美國證券交易委員會。

“普通股“”表示公司的普通股，每股面值$0.0001，以及此后可能重新分类或变更为其他类别的证券。

“普通股等價證券「Common Stock Equivalents」指公司或其子公司的任何證券，其持有人隨時有權取得普通股，包括但不限於任何債務、優先股、權利、認購權、認股權或其他工具，該工具可在任何時間轉換、行使或交換普通股，或以其他方式使其持有人有權獲得普通股。

“公司 顧問”代表Lucosky Brookman LLP。

“揭露 時間『"即指，(i) 若本協議簽署於非交易日或紐約市時間上午9點後及午夜(紐約市時間)之前的任何交易日，則簽署日後的交易日上午9點01分(紐約市時間)，及(ii) 若本協議於午夜(紐約市時間)至上午9點(紐約市時間)之間的任何交易日簽署，則最遲於本日紐約市時間上午9點01分。』

“評估 日期“” 將在第3.1(s)條中所賦予的涵義。

“交易所法“Securities Exchange Act of 1934” 代表1934年修訂版的證券交易法案和其下的法規。

“FCPA“FCPA” 指1977年修訂版的《反海外貪污法》。

“GAAP「」應具有3.1(h)部分所賦予的涵義。

“負債“ 在第3.1(aa)條中，該術語具有所賦予的含義。

“知識產權“”該詞語的涵義如3.1(p)所述。

「發行人 被監管人」 意味著公司、其任何前身、任何聯屬發行人，亦不包括公司在此次發行中參與的任何董事、執行 董事、其他官員，任何擁有公司20％或更多已發行表決權證券的實益擁有人（以表決權為基礎計算），亦 不包括任何（根據證券法405條規則中對於該詞語的定義）與公司在任何層面有關的任何發起人在出售時。

“留置權「 」代表留置權、收費、抵押、安全利益、負擔、優先購買權或其他限制。

“財產 不利影響“”在本條款3.1（b）中具有所指定的含義。

“物料 許可證“”應具有第3.1（n）條賦予該詞語的含義。

“每股購買價格” 等於0.61美元，視情況進行反向和正向拆股並股，送轉，股票組合及其他類似交易的調整，這些交易發生在本協議日期之後。

“Person” 代表個人或公司，合夥企業，信託，註冊或未註冊的協會，合資企業，有限責任 公司，股份有限公司，政府（或其機構或分支機構）或其他任何形式的實體。

“進行中” 意指針對公司、任何子公司或其各自財產正在進行或公司知悉曾以書面方式受到威脅的行動、要求、訴訟、調查或程序（包括但不限於非正式調查或部分程序，如證詞傳喚），在任何法院、仲裁人、政府或行政機構或監管機構（聯邦、州、縣、當地或外國）之前或由此提起。

“招股書“申請書”指提交的最終招股章程。

“招股書補充資料「」是指根據《證券法》第424（b）條規定提交給委員會的招股書補充文件，由公司在交割日向每位購買者交付。

“購方 買方“”應具有第4.7條所賦予的涵義。

“註冊聲明“意味著具備委員會文件號碼333-282028的有效註冊聲明，登記銷售這些股票。

“所需的 批准“”應具有3.1(e)條款所規定的含義。

“規則 144「」代表證券法根據委員會頒布的第144條規則，如此規則可能隨時修訂或解釋，或者委員會今後制定的目的和效果基本相同的任何類似規則或法規。

“規則 424“” 意指證券法委員會根據證券法頒布的第424條規定，該規則可能隨時修改或解釋，或委員會隨後頒布的具有基本相同目的和效果的類似規則或規定。

“SEC 報告「」在第3.1（h）節中指定的含義。

“證券” 代表股票。

“《證券法》”表示1933年修正案的《證券法》及根據該法制定的規則和法規。

“股份“ ”指根據本協議向每個購買人發行或可發行的普通股股票。

“賣空榜""指的是《交易所法》下《規則SHO》第200條所定義的所有”賣空榜”(但不應被視為包括尋找和/或借入普通股的情況)。

“認購 金額對於每位購買者而言，”表示根據此協議簽署頁面上該購買者姓名旁邊以及“認購金額”標題旁所指定購買的股份的總金額，以美元支付並以即時可用資金支付。

“子公司” 代表公司的任何附屬公司 如在SEC報告中所述， 並且，在適用情況下， 也包括本協議日期後成立或收購的公司的任何直接或間接附屬公司。

“交易日 “交易日”指主要的交易市場開放交易的日子。

“交易 市場在問題日期上，Common Stock 在以下任何一個市場或交易所上上市或掛牌交易：NYSE 美國交易所、Nasdaq Capital Market、Nasdaq 全球市場、Nasdaq 全球精選市場或紐交所 (或任何前述之後繼者)。

“交易 文件「本協議」指本協議以及與本協議交易有關之其他文件或協議。

“轉移 代理人”代表ClearTrust， LLC。

文章 II.

購買和銷售

2.1 結束。根據本協議的條款和條件，在結束日期，公司同意賣出，而各買方則分別而非共同同意購買總值100萬美元的股份。 每個買方在由該買方簽署的附表上設定的認購金額將被提供以“交割對交易”方式與公司或其指定者進行結算。 公司應根據第2.2(a)條的規定交付給每個買方其各自的股份，公司和每個買方應交付本協議第2.2條所列的其他項目，該等項目應在結束時可交付。 在滿足第2.2和2.3條所載的承諾和條件後，結束應在公司律師事務所或雙方互相同意的其他地點進行。 股份的交割將透過“交割對交易”方式進行（即，在結束日期，公司應發行在買方的名稱和地址下註冊的股份，由過戶代理直接釋放至每個買方識別的賬戶； 在收到這些股份後，買方將通過電匯支付款項給公司）。

2.2 交付.

(a) 在結算日之前，公司應向每位購買方交付或使交付以下文件：

(i) 本協議由公司正式締結；

(ii) 公司應該已提供每位購買方公司的電匯指示，並由公司的首席執行官或致富金融(臨時代碼)官員在公司抬頭紙上簽署；

(iii) 受2.1節最後一句的約束，將指示不可撤回的指示副本交給轉讓代理，以指示轉讓代理通過存入或提領報警系統（“ Depository Trust Company”）在加速基礎上交付 DWAC等於該購買者的認購金額除以每股購買價格，以該購買者的名義登記的股份。

(iv) 招股說明書和招股補充說明書（可根據證券法第172條進行交付）；並

(b) 在截止日期之前，每位買方應將以下文件交付或使之交付給公司：

(i) 此協議由該購買方正式簽署；並且

(ii) 該買方應訂購的金額，應提供用於與公司或其指定人進行“交付對付”結算。

2.3 結算條件.

(a) 有關終止交易事項，本公司的義務須滿足以下條件：

(i) 在此的買方陳述與保證在做出時和交割日全面準確（或者，若陳述或保證以重大性或具重大不利影響為標準的，則應在所有方面準確），除非在內文中特定日期，該陳述與保證應準確至該日期為止；

(ii) 所有買方在截止日期或之前須履行的義務、契約和協議均已履行;

(iii) 每位買方按照本協議第2.2（b）條款的規定交付物品。

(b) 在交割日，買方相關的義務受到以下條件的約束：

(i) 在做出和交割日的對於本文件中公司的陳述和擔保的形象，當材料性質方面的精度(或是如果陳述或是擔保被重質性或是對物質不利影響質性限制，那麼就在任何情況下)是準確的；(除非在特定日期的情況下，則當作該日期則是準確的)

(ii) 所有板塊在交割日期或之前需要履行的義務、契約和協定在所有重大方面均已履行；

(iii) 公司根據本協議第2.2(a)條款提供的項目交付；

(iv) 自本日起，對於該公司並未發生重大不利影響；並且

(v) 從本日至交割日期，交易所及公司的首要交易市場不得暫停交易，亦不得有報導彭博財經有限合夥人報導的證券交易普遍暫停或受限，或在其服務中報導的任何交易市場設定最低價格，也不能由美國或紐約州當局宣布銀行停業令，亦不能發生任何對金融市場有重大影響或任何金融市場有重大不利變化的全國或國際災害，在相關買家的合理判斷下，這使得在交割時購買證券不切實際或不可取。

第三條款。

陳述與保證

3.1 公司的陳述和保證除了SEC報告中訂明的條款外，公司在此向每位購買人作出下列陳述和保證：

(a) 附屬機構. 公司的所有直接和間接子公司均列於SEC報告中。 公司直接或間接擁有每個子公司的全部股份或其他股權，不受任何留置權的限制，每個子公司已發行的普通股皆為有效發行、已全額付清、不可追溯並且不受優先認購或類似權利的約束。若公司沒有子公司，所有其他關於子公司或其任何子公司的參考在交易文件中應予以忽略。

(b) 第3.02節。授權;執行;有效性公司及其各附屬公司是依法設立或其他組織的實體，在其設立或組織的法域下合法存在且正常運行，具有擁有和使用其財產和資產以及進行當前業務所需的權力和權限。公司或任何附屬公司均未違反或違約其各自的章程或公司章程、章程或其他組織或憲章文件的任何規定。公司及附屬公司均已獲得在所需資格必要的每個業務所在地或其擁有的財產所在地，以適當資格開展業務，並且在本公司業務所在地或其財產所有地是合法的外國公司或其他實體，無須獲得資格或保持合法地位時，可能有所不同，視情況解除該資格或保持良好狀態不妥。, 不會導致或合理預計會導致：(i)對任何交易文件的合法性、有效性或可執行性產生重大不利影響，(ii)對公司及其全部附屬公司的經營結果、資產、業務或財務狀況產生重大不利影響，或(iii)對公司按時履行根據任何交易文件的義務的能力產生重大不良影響（以上任何一項，均稱爲「重大不利影響」）；但是，單獨市場價格或交易量的變化本身不應被視爲構成重大不利影響。除公司根據《交易所法》披露外，未就撤銷、限制或縮減公司在任何此類司法轄區的權力和權限或資格提起任何程序。

(c) 授權; 執行公司具有必要的企業權力和權威，以簽訂並完成本協議及其他交易文件所規定的交易，並履行其在此及其中的義務。 公司簽訂並交付本協議及其他交易文件，以及依本協議規定並因此擬定的交易，已得到公司一切必要行動的合法授權，公司、董事會或公司股東在此或相關事項中，除與所需批准事項有關外，均無需採取進一步行動。 本協議及公司作爲一方方的其他交易文件已（或在交付時將已）得到公司的正式簽署，依照本合同及相關條款的要求交付後，將構成對公司的有效約束義務，符合其條款的規定，除（i）受普遍公平原則和適用破產、破產重整、暫停清盤和其他通用法律規定的限制外，（ii）受與特定履行、禁令救濟或其他衡平救濟相關的法律限制，以及（iii）在制約補償和捐助規定方面可能受適用法律限制的範圍內。

(d) 沒有衝突公司執行、交付和履行本協議及其他相關交易文件，包括髮行和出售證券，以及完成本協議和相關交易所規定的交易，均不會（i）與公司或任何子公司的公司章程、章程或其他組織或註冊文件的任何規定衝突或違反，或（ii）與公司或任何子公司的任何財產或資產產生任何留置權，或賦予他人終止、修正、抗稀釋或類似調整的權利，加速或取消（帶或不帶通知、時間流逝或兩者）的任何協議、信貸機構、債務或其他文件（證明公司或子公司的債務或其他）或其他諒解，公司或任何子公司是合約方，或其財產或資產受制約或受影響，或（iii）除了需獲批准的情況外，與或導致任何法律、規則、法規、命令、判決、禁令、裁定或任何法庭或政府機構的其他限制的違反（包括聯邦和州證券法律和法規），或公司或子公司所受約束或受影響的任何財產或資產；在款（ii）和（iii）各項的情況中，預計不會造成實質性不利影響的情形除外。

(e) 申報、同意和批准文件公司執行交易文件時，無需獲得任何法院、聯邦、州、地方或其他政府機構或其他相關人員的同意、豁免、授權或命令，也無需通知任何人，或向其做出任何申報或註冊，除：(i) 根據本協議第4.3節要求的申報，(ii) 向委員會提交的招股說明書補充資料的申報，以及(iii) 根據時間和方式的要求向每個適用的交易市場申請上市交易的股票（統稱""）必要的批准”).

(f) 證券發行；登記證券已獲得充分授權，並且在按照適用的交易文件的規定發行並支付後，將被充分和有效地發行，全額支付且不可被評估，不受公司強加的任何留置權限制。公司已從其充分授權的股本中保留了可根據本協議發行的普通股的最大數量。公司已按照證券法的要求準備並提交了適用的註冊聲明，該註冊聲明於2024年9月19日生效，包括招股說明書，以及自本協議簽訂之日起可能需要的任何修訂和補充。公司在提交註冊聲明的時候有資格使用S-3表格。截至本協議簽訂日，公司有資格根據證券法使用S-3表格，並且符合就本次發行銷售的證券的總市值以及在本次發行之前的十二(12)個月內交易要求，符合S-3表格I.b.6通用說明的規定。在發佈並銷售根據本協議發行的證券之前的十二(12)個日曆月內由公司或其代表根據I.b.6.說明發布的證券的總市值不得超過公司非關聯方持有的表決權和無表決權普通股的總市值的三分之一。註冊聲明在證券法下生效，並且沒有證監會發布的禁止或暫停註冊聲明生效或暫停或阻止使用招股說明書的停止訂單，並且沒有爲此目的而已被髮起或據公司所知已被證監會威脅的程序。如果根據證監會的規則和法規需要，公司將根據424(b)規則向證監會提交招股書補充。在註冊聲明及其任何修訂生效時，本協議簽訂日和結束日，註冊聲明及其任何修訂在所有重要方面符合證券法的要求，並且未包含並且不會包含任何關於材料事實的虛假陳述或遺漏其中應包括的任何必要材料事實以使陳述不具有誤導性，並且招股說明書及其任何修訂或補充，在招股說明書或任何修訂或補充發布並在結束日，所有重要方面符合證券法的要求，並且未包含並且不會包含任何關於材料事實的虛假陳述或遺漏其中應包括的使陳述在其發出時，在其製作時的情況下不具有誤導性。

(g) 資本化 公司的資本情況在SEC報告中有所規定。自最近一次根據交易所法案提交的週期性報告以來，公司未發行任何資本股，除了(a)向Jordan Schur發行了150萬股普通股，用於購買Suretone Entertainment Inc.的某些資產; (b)在與公司簽訂的諮詢協議中向Mr. Schur發行了25萬股普通股; 及(c)有義務向一家投資者關係公司發行50萬股普通股。沒有任何人有優先購買權、優先認購權、參與權或任何類似權利以參與交易文件中擬議的交易，除非已經得到正式豁免。除了因證券的購買和出售以及SEC報告中所述的情況外，公司未發行任何未行使的期權、認股權證、認購權、申購權或與普通股或任何子公司資本股相關的任何性質的所有權、權利或義務、可轉換或行使或交換爲其它證券的權利、或給予任何人訂閱或取得普通股或任何子公司資本股的權利、或公司或任何子公司有義務發佈額外的普通股或普通股等價物或任何子公司資本股的契約、承諾、了解或安排。證券的發行和銷售不會迫使公司或任何子公司向任何人（除購買人外）發行普通股或其他證券，也不會導致公司證券持有人在任何證券下調整行使、轉換、兌換或重置價格的權利。公司或任何子公司沒有任何調整公司或任何子公司發行證券時調整該證券或工具行使、轉換、兌換或重置價格的條款。公司或任何子公司沒有任何贖回或類似規定的證券或工具，也沒有任何公司或任何子公司有義務贖回公司或子公司的證券的合同、承諾、了解或安排。公司沒有任何股份增值權或「幻影股票」計劃或協議或任何類似的計劃或協議。公司的所有已發行股份資本股都經過妥善授權、有效發行、實繳款且無須再次額外徵收，已遵守所有適用的聯邦和州證券法，並且未違反任何優先認購權或類似權利以訂閱或購買證券。除了必要批准外，發行和出售證券不需要股東、董事會或其他方的進一步批准或授權。公司沒有任何股東協議、投票協議或其他類似協議涉及公司資本股，除非公司是協議方，或據公司所知，公司的任何股東之間不存在任何股份協議。

(h) 基本報表; 財務報表公司已經按要求提交了公司根據證券法和交易所法院需要提交的所有報告、時間表、表格、報表和其他文件，包括根據第13(a)或15(d)條款提交的，在此之前的兩年（或公司按照法律或法規要求提交這些材料的較短時期）（上述材料，包括其附件和引用文件，連同招股書和招股說明書，統稱爲「基本報表」。SEC報告”），已及時提交，或已獲得有效的延期提交時間，並且在任何此類延期到期之前提交了任何此類SEC報告。截至各自的日期，SEC報告在所有重大方面符合證券法和交易所法的要求，適用時，並且沒有SEC報告在提交時包含任何關於重大事實的虛假陳述或遺漏了應在其中說明的重要事實或在在其製作時的情況下，使其陳述不誤導。公司從未成爲受到證券法規144(i)規定的發行人。公司在SEC報告中包含的基本報表在適用的會計要求和委員會規則方面在提交時完全符合，適用時。這些財務報表是根據在涉及的時期內一貫適用的美國通用會計準則編制的。”通用會計原則(GAAP)公司在SEC報告中包含的財務報表在實質性方面符合適用的會計要求和委員會的規則和法規，並且該等報表是根據與期間相關的美國普遍公認會計原則一貫性地編制的。這些財務報表除非在其上有特別說明或註釋，或者未經審計的財務報表不包括GAAP所要求的所有附註，否則在實質性方面真實準確地反映了公司及其合併子公司在各自日期的財務狀況以及有關期間的經營業績和現金流量，但是未經審計的財務報表可能會受到年度末的一般、不重大審計調整的影響

(i) 重大變化; 未披露的事件，負債或發展自最新經過審計的財務報表所載日期起，（i）沒有發生或可能導致重大不利影響的事件、事項或進展，（ii）公司未發生任何重大負債（無論是否附帶條件），除非：（A）與過去業務慣例一致發生的應付賬款和應計費用；（B）與收購Suretone Entertainment Inc.某些資產有關發行的1500000美元期票；以及（C）根據GAAP或披露在提交給委員會的文件中無需在公司財務報表中反映的負債，（iii）公司未更改其會計方法，（iv）公司未宣佈或支付任何股東現金股利或分配其他財產，也未購買、贖回或達成購買或贖回任何其股本的協議。公司目前未向委員會提交任何關於信息保密處理的請求。除根據本協議擬發行的證券或SEC報表中披露的內容外，就公司或其子公司及其各自的業務、前景、財產、運營、資產或財務狀況而言，在作出或被視爲已作出該陳述時，未發生或存在或理應發生或存在任何事件、責任、事實、情形、事件或進展，該等事項未公開披露至少在作出或被視爲已作出該陳述的前1個交易日之前根據適用證券法由公司披露。

(j) 訴訟。不存在任何實質性行動、訴訟、調查、違規通知、程序或正在進行中，或根據公司的了解，可能會對公司、任何子公司或它們各自的財產構成影響的訴訟或調查。這些訴訟或調查可能由任何法院、仲裁員、政府或行政機構或監管當局（聯邦、州、縣、市或外國）提出（統稱爲“行動”）。公司或任何子公司，亦或該等公司的任何董事或高級職員，都未曾是或正在成爲涉及違反聯邦或州證券法責任或違反受託人責任的訴訟的對象。在委員會尚未涉足的事項中，也未發生，並且據公司了解，公司或任何現任或前任董事或高級職員未曾涉及公開調查。委員會也未發佈任何止損市價單或其他暫停公司或任何子公司根據《證券交易法》或《證券法》提交的任何註冊聲明生效的命令。

(k) 勞工關係公司不存在勞資糾紛，或者據公司所知，不會對公司員工中任何一名員工造成重大不利影響。 公司或其子公司的員工中沒有一個是與公司或其子公司的關係有關的工會成員，且公司或其子公司沒有參與任何集體談判協議，公司及其子公司相信與員工的關係良好。據公司所知，公司或任何子公司的執行官，現在也不會違反任何僱傭合同、保密、披露或專有信息協議或不競協議的重要條款，或與任何第三方對利益限制的其他合同或協議，且每位執行官的繼續任職不會使公司或其任何子公司對上述事項承擔任何責任。公司及其子公司遵守所有適用的美國聯邦、州、地方和外國僱傭及僱傭慣例法律法規，僱傭條款和條件，工資和工時，但如果不符合這些法律法規不會合理預計會對公司造成重大不利影響，無須符合。

(l) 合規性公司或其任何子公司: (i) 沒有違反或觸犯任何債券、貸款或信貸協議或任何其它協議或文件（不論該等違約或觸犯是否被豁免），也沒有發生任何可能導致公司或其任何子公司違約的事件（通知或經過一定時間或二者同時皆可）, 亦未收到公司或其任何子公司違約的通知或違反的索賠，(ii) 未觸犯任何法院、仲裁員或其他政府機構的判決、法令或命令，(iii) 未曾或正在觸犯任何政府機關的法規、規章、條例或法令，包括但不限於所有與稅收、環保母基、職業健康與安全、產品質量與安全以及就業和勞動事項相關的國外、聯邦、州和地方法律，除非在各自情況下不會造成或合理預期不會導致重大不利影響。

(m) Environmental Laws. The Company and its Subsidiaries (i) are in material compliance with all applicable federal, state, local and foreign laws relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(n) Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits would not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

(o) Title to Assets. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect.

(p) Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have would have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a written notice that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights. The Company has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business.

(q) Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage.

(r) Transactions with Affiliates and Employees. None of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

(s) Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance in all material respects with the applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

(t) Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

(u) Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

(v) Registration Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

(w) Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. Except as disclosed in the SEC Reports, the Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

(x) Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

(y) Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

(z) No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

(aa) Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

(bb) Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.

(cc) Accountants. The Company’s independent registered public accounting firm is set forth in the SEC Reports. To the knowledge and belief of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included in the Company’s Annual Report for the fiscal year ending December 31, 2024.

(dd) Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

(ee) Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(e) and 4.14 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock; and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities (in material compliance with applicable laws) at various times during the period that the Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

(ff) Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.

(gg) Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

(hh) Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

(ii) U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

(jj) Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”), and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

(kk) Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened in writing.

(ll) Other Covered Persons. The Company is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities.

(mm) Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Change; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with commercially reasonable industry standards and practices.

(nn) Information Technology. The Company’s information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of the Company as currently conducted, and to the knowledge of the Company are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company has implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and except as would not, individually or in the aggregate, result in a Material Adverse Change, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company is presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification. The disclosures in the Registration Statement and the Prospectus concerning the effects of federal, state, local and all foreign regulation on the Company’s business in the past and as currently contemplated are correct in all material respects and no other such regulations are required to be disclosed in the Registration Statement and the Prospectus which are not so disclosed. The Company has taken all necessary actions to comply materially with the European Union General Data Protection Regulation and all other applicable laws and regulations with respect to Personal Data that have been announced as of the date hereof as becoming effective within 12 months after the date hereof, and for which any non-compliance with same would be reasonably likely to create a material liability.

3.2 Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

(a) Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b) Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring such Securities as principal for his, her or its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell such Securities pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws).

(c) Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

(d) Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(e) Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

(f) Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty against, or a prohibition of, any actions with respect to the borrowing of, arrangement to borrow, identification of the availability of, and/or securing of, securities of the Company in order for such Purchaser (or its broker or other financial representative) to effect Short Sales or similar transactions in the future.

(g) General Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.

The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document, or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES

4.1 Removal of Legends. The Shares shall be issued free of legends.

4.2 Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

4.3 Securities Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents, in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates, , on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate and be of no force or effect. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

4.4 Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

4.5 Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 4.3, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates, not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such material non-public information with the Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

4.6 Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder as set forth in the Prospectus Supplement.

4.7 Indemnification of Purchasers. Subject to the provisions of this Section 4.7, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and reasonable expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based solely upon a material breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct), the Company will indemnify each Purchaser Party, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses, as incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in such registration statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Purchaser Party furnished in writing to the Company by such Purchaser Party expressly for use therein, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder in connection therewith. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (x) the employment thereof has been specifically authorized by the Company in writing, (y) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (z) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (1) for any settlement or compromise of, or consent to the entry of judgement in, any action, claim or proceeding by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (2) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

4.8 Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to this Agreement.

4.9 Listing of Common Stock. The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares, and will take such other action as is necessary to cause all of the Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. For so long as the Company maintains a listing or quotation of the Common Stock on a Trading Market, the Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

4.10 Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is also offered to all of the parties to such Transaction Documents. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.

4.11 Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.3, such Purchaser will maintain the confidentiality of the existence and terms of this transaction. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.3. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

4.12 Subsequent Equity Sales. Without the prior written consent of each Purchaser, from the date hereof until thirty (30) calendar days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents pursuant to the Registration Statement.

ARTICLE V.
MISCELLANEOUS

5.1 Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before the fifth (5^th) Trading Day following the date hereof; provided, however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

5.2 Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

5.3 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2^nd)Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

5.5 Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment prior to Closing by each individual Purchaser, and after Closing, by the Company and Purchasers which purchased a majority in interest of the Shares based on the initial Subscription Amounts hereunder or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

5.6 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

5.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”

5.8 No Third-Party Beneficiaries. There shall be no third party beneficiaries of the representations and warranties of the Company in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.7 and this Section 5.8.

5.9 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of West Palm Beach, Florida. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of West Palm Beach for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.7, the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

5.10 Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities for a period of six (6) months from the Closing.

5.11 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

5.12 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13 Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

5.14 Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to seek specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

5.16 Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

5.17 Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

5.18 Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

5.19 Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

5.20 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

5.21 Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: ______________________________________________________

Signature of Authorized Signatory of Purchaser: _________________________________

Name of Authorized Signatory: _______________________________________________

Title of Authorized Signatory: ________________________________________________

Email Address of Authorized Signatory:_________________________________________

Facsimile Number of Authorized Signatory: __________________________________________

Address for Notice to Purchaser:

DWAC for Shares:

Subscription Amount: $_________________

Shares: _________________

EIN Number: ____________________