SECURITIES PURCHASE AGREEMENT


 


This SECURITIES
PURCHASE AGREEMENT (the “Agreement”), dated as of June 11, 2012, is by and among LightPath Technologies,
Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers
attached hereto (individually, a “Buyer” and collectively, the “Buyers”).


 


RECITALS


 


A.          The
Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation
D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the 1933 Act.


 


B.          Each
Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, (i) the aggregate
number of shares of Common Stock (as defined below) set forth opposite such Buyer’s name in column (3) on the Schedule of
Buyers (which aggregate amount for all Buyers shall be 1,943,852 shares of Common Stock and shall collectively be referred to
herein as the “Common Shares”) and (ii) a warrant to initially acquire up to the aggregate number of shares
of Common Stock set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers, in the form attached hereto
as Exhibit A (the “Warrants”) (as exercised, collectively, the “Warrant Shares”).
“Common Stock” means (i) the Company’s shares of common stock, Class A, $.01 par value per share,
and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification
of such common stock.


 


C.          At
the Closing, the parties hereto shall execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit
B (the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain
registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the 1933
Act and the rules and regulations promulgated thereunder, and applicable state securities laws.


 


D.          The
Common Shares, the Warrants and the Warrant Shares are collectively referred to herein as the “Securities.”


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and each Buyer hereby agree as follows:


 



    	   



    	 



    

 


		1.	PURCHASE
                                                                                                                                    AND
                                                                                                                                    SALE
                                                                                                                                    OF
                                                                                                                                    COMMON
                                                                                                                                    SHARES
                                                                                                                                    AND
                                                                                                                                    WARRANTS.



 


(a)          Common
Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company
shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing
Date (as defined below), the aggregate number of Common Shares, as is set forth opposite such Buyer’s name in column (3)
on the Schedule of Buyers, along with Warrants to initially acquire up to the aggregate number of Warrant Shares as is
set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers.


 


(b)          Closing.
The closing (the “Closing”) of the purchase of the Common Shares and the Warrants by the Buyers shall occur
at the offices of Greenberg Traurig, LLP, 77 W. Wacker Drive, Suite 3100, Chicago, Illinois 60601. The date and time of the Closing
(the “Closing Date”) shall be 10:00 a.m., New York time, on the first (1st) Business Day on which
the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such later date as is mutually agreed
to by the Company and each Buyer). As used herein “Business Day” means any day other than a Saturday, Sunday
or other day on which commercial banks in New York, New York are authorized or required by law to remain closed.


 


(c)          Purchase
Price. The aggregate purchase price for the Common Shares and the Warrants to be purchased by each Buyer (the “Purchase
Price”) shall be the amount set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers.


 


(d)          Payment
of Purchase Price; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company
for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available
funds in accordance with the Company’s written wire instructions (less, in the case of Cranshire (as defined below), the
amounts withheld pursuant to Section 4(g)) and (ii) the Company shall deliver to each Buyer (A) one or more stock certificates,
free and clear of all restrictive and other legends (except as expressly provided in Section 5(c) hereof), evidencing the number
of Common Shares such Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers,
and (B) Warrants pursuant to which such Buyer shall have the right to initially acquire up to the aggregate number of Warrant
Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers, in all cases, duly executed on
behalf of the Company and registered in the name of such Buyer or its designee.


 


		2.	BUYER’S
                                                                                                                                    REPRESENTATIONS
                                                                                                                                    AND
                                                                                                                                    WARRANTIES.



 


Each Buyer, severally
and not jointly, represents and warrants to the Company with respect to only itself that:


 


(a)          Organization;
Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the
Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.


 



    	2



    	 



    

 


(b)          No
Public Sale or Distribution. Such Buyer (i) is acquiring its Common Shares and Warrants and (ii) upon exercise of its
Warrants, will acquire the Warrant Shares issuable upon exercise thereof, in each case, for its own account and not with a view
towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws,
except pursuant to sales registered or exempted under the 1933 Act; provided, however, by making the representations herein, such
Buyer does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific
term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement
or an exemption under the 1933 Act. Such Buyer does not presently have any agreement or understanding, directly or indirectly,
with any Person to distribute any of the Securities in violation of applicable securities laws.


 


(c)          Accredited
Investor Status. Such Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.


 


(d)          Reliance
on Exemptions. Such Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying in part
upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility
of such Buyer to acquire the Securities.


 


(e)          Information.
Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations
of the Company and materials relating to the offer and sale of the Securities which have been requested by such Buyer. Such Buyer
and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Such Buyer understands that its
investment in the Securities involves a high degree of risk. Such Buyer has sought such accounting, legal and tax advice as it
has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.


 


(f)          No
Governmental Review. Such Buyer understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment
in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(g)          Transfer
or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i)
the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered
for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to
the Company (if requested by the Company) an opinion of counsel to such Buyer, in a form reasonably acceptable to the Company,
to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption
from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned
or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule
144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of
Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or
the Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the
1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated
thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933
Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.


 



    	3



    	 



    

 


(h)          Validity;
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and constitutes
the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with its terms, except as
such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights
and remedies.


 


(i)          No
Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the
transactions contemplated hereby will not (i) result in a violation of the organizational documents of such Buyer, (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which
such Buyer is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal
and state securities laws) applicable to such Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults,
rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect
on the ability of such Buyer to perform its obligations hereunder.


 


(j)          Certain
Trading Activities. Such Buyer has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding
with such Buyer, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales
(as defined below) involving the Company’s securities) during the period commencing as of the time that such Buyer was first
contacted by the Placement Agent (as defined below) regarding the specific investment in the Company contemplated by this Agreement
and ending immediately prior to the execution of this Agreement by such Buyer (it being understood and agreed that for all purposes
of this Agreement, and, without implication that the contrary would otherwise be true, that neither transactions nor purchases
nor sales shall include the location and/or reservation of borrowable shares of Common Stock).
“Short Sales” means all “short sales” as defined in Rule 200 promulgated under Regulation SHO under
the Securities Exchange Act of 1934, as amended (the “1934 Act”).


 


(k)          Experience
of Such Buyer. Such Buyer, 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 Buyer 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.


 


(l)          General
Solicitation. Such Buyer 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 any other general solicitation or general advertisement.


 



    	4



    	 



    

 


(m)          Not
a 10% Owner. Assuming the accuracy of the Company’s representations and warranties in Section 3(r), immediately prior
to execution of this Agreement, such Buyer is not a “beneficial owner” of 10% or more of the Common Stock (as determined
under Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder). Assuming the accuracy of the Company’s
representations and warranties in Section 3(r), immediately following the consummation of the transactions contemplated by this
Agreement, such Buyer will not be a “beneficial owner” of 10% or more of the Common Stock (as determined under Section
13(d) of the 1934 Act and the rules and regulations promulgated thereunder).


 


		3.	REPRESENTATIONS
                                                                                                                                    AND
                                                                                                                                    WARRANTIES
                                                                                                                                    OF
                                                                                                                                    THE
                                                                                                                                    COMPANY.



 


The Company represents
and warrants to each of the Buyers that:


 


(a)          Organization
and Qualification. Each of the Company and each of its Subsidiaries are entities duly organized and validly existing and in
good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authorization to own
their properties and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the
Company and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction
in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to
the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. “Material
Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, results of operations,
financial condition or prospects of the Company and its Subsidiaries, taken as a whole, (ii) the transactions contemplated hereby
or in any of the other Transaction Documents or (iii) the authority or ability of the Company to perform any of its obligations
under any of the Transaction Documents. Other than the Persons (as defined below) set forth on Schedule 3(a), the Company
has no Subsidiaries. “Subsidiaries” means any Person in which the Company, directly or indirectly, (I) owns
a majority of the outstanding capital stock or holds a majority of equity or similar interest of such Person or (II) controls
or operates all or any material part of the business, operations or administration of such Person, and each of the foregoing,
is individually referred to herein as a “Subsidiary.”


 


(b)          Authorization;
Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this
Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The
execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the issuance
of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have
been duly authorized by the Company’s board of directors and (other than the filing with the SEC of one or more Registration
Statements in accordance with the requirements of the Registration Rights Agreement, the 8-K Filing (as defined below), a Form
D with the SEC and any other filings as may be required by any state securities agencies (collectively, the “Required
Approvals”)) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders
or other governing body of the Company. This Agreement has been, and the other Transaction Documents will be prior to the Closing,
duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles
of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting
generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution
may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement,
the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the
other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated
hereby and thereby, as may be amended from time to time.


 



    	5



    	 



    

 


(c)          Issuance
of Securities. The issuance of the Common Shares and the Warrants is duly authorized and, upon issuance in accordance with
the terms of the Transaction Documents, will be validly issued, fully paid and non-assessable and free from all preemptive or
similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders of Common Shares
being entitled to all rights accorded to a holder of Common Stock. As of the Closing, the Company shall have reserved from its
duly authorized capital stock not less than the maximum number of shares of Common Stock issuable upon exercise of the Warrants
(without taking into account any limitations on the exercise of the Warrants set forth therein). The issuance of the Warrant Shares
is duly authorized, and upon exercise in accordance with the Warrants, the Warrant Shares, when issued, will be validly issued,
fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with
respect to the issue thereof, with the holders of the Warrant Shares being entitled to all rights accorded to a holder of Common
Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by
the Company of the Securities is exempt from registration under the 1933 Act.


 


(d)          No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares,
the Warrants and Warrant Shares and the reservation for issuance of the Warrant Shares) will not (i) result in a violation of
the Charter (as defined below) (including, without limitation, any certificates of designation contained therein) or other organizational
documents of the Company or any of its Subsidiaries, or Bylaws (as defined below), (ii) conflict with, or constitute a default
(or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries
is a party or (iii) subject to the Required Approvals, result in a violation of any law, rule, regulation, order, judgment or
decree (including, without limitation, foreign, federal and state securities laws and regulations and the rules and regulations
of the Nasdaq Capital Market (the “Principal Market”)) applicable to the Company or any of its Subsidiaries
or by which any property or asset of the Company or any of its Subsidiaries is bound or affected except, in the case of clause
(ii) or (iii) above, to the extent such violations that could not reasonably be expected to have a Material Adverse Effect.


 



    	6



    	 



    

 


(e)          Consents.
The Company is not required to obtain any consent from, authorization or order of, or make any filing or registration with (other
than the Required Approvals), any court, governmental agency or any regulatory or self-regulatory agency or any other Person in
order for it to execute, deliver or perform any of its obligations under, or contemplated by, the Transaction Documents, in each
case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the
Company is required to obtain at or prior to the Closing have been obtained or effected on or prior to the Closing Date, and neither
the Company nor any of its Subsidiaries are aware of any facts or circumstances which might prevent the Company from obtaining
or effecting any of the registration, application or filings contemplated by the Transaction Documents.


 


(f)          Acknowledgment
Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the
capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby
and thereby and that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate”
(as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner”
of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges
that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity)
with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer
or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby
and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer
that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation
by the Company and its representatives.


 


(g)          No
General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any
Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning
of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any
placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer
or its investment advisor) relating to or arising out of the transactions contemplated hereby. Other than Meyers Associates, LP
(the “Placement Agent”), neither the Company nor any of its Subsidiaries has engaged any placement agent or
other agent in connection with the offer or sale of the Securities.


 


(h)          No
Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor, to the knowledge of the Company,
any Person acting on 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 require registration of the issuance of any of the Securities under the 1933
Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to require approval
of stockholders of the Company under any applicable stockholder approval provisions, including, without limitation, under the
rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or
designated for quotation. None of the Company, its Subsidiaries, their affiliates nor, to the knowledge of the Company, any Person
acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities
under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.


 



    	7



    	 



    

 


(i)          Dilutive
Effect. The Company further acknowledges that its obligation to issue the Warrant Shares upon exercise of the Warrants in
accordance with this Agreement and the Warrants is absolute and unconditional (other than the conditions set forth in the Warrants),
regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.


 


(j)          Application
of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any,
in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including,
without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision
under the Charter, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise
which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without
limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities.


 


(k)          SEC
Documents; Financial Statements. During the two (2) years prior to the date hereof, the Company has timely filed all reports,
schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements
of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements,
notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC
Documents”). The Company has delivered to the Buyers or their respective representatives true, correct and complete
copies of each of the SEC Documents not available on the EDGAR system. As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted 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, not misleading. As of their respective dates,
the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such
financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during
the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the
case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and
fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations
and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments
which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company
to any of the Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section
2(e) of this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order
to make the statements therein not misleading, in the light of the circumstance under which they are or were made.


 



    	8



    	 



    

 


(l)          Absence
of Certain Changes. Since the date of the Company’s most recent audited financial statements contained in a Form 10-K,
except as disclosed in the SEC Documents filed subsequent to such Form 10-K, there has been no material adverse change and no
material adverse development in the business, assets, liabilities, properties, results of operations, financial condition or prospects
of the Company and its Subsidiaries, taken as a whole. Since the date of the Company’s most recent audited financial statements
contained in a Form 10-K, except as disclosed in the SEC Documents filed subsequent to such Form 10-K, neither the Company nor
any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any assets outside of the ordinary course of business
or (iii) made any capital expenditures outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries
has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership,
liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective
creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead
a creditor to do so. The Company and its Subsidiaries, on a consolidated basis, are not as of the date hereof, and after giving
effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). “Insolvent”
means, with respect to the Company and its Subsidiaries, on a consolidated basis, (i) the present fair saleable value of the Company’s
and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total
Indebtedness (as defined below), (ii) the Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and matured or (iii) the Company and its Subsidiaries intend
to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature. Neither the Company
nor any of its Subsidiaries has engaged in any business or in any transaction, and is not about to engage in any business or in
any transaction, for which the Company’s or such Subsidiary’s remaining assets constitute unreasonably small capital.


 


(m)          No
Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred
or exists, or is reasonably expected to occur or exist, with respect to the Company, any of its Subsidiaries or any of their respective
businesses, properties, liabilities, results of operations, financial condition or prospects that (i) would be required to be
disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating
to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) could have a material
adverse effect on any Buyer’s investment hereunder or (iii) could have a Material Adverse Effect.


 



    	9



    	 



    

 


(n)          Conduct
of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default
under its Charter, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of
the Company or any of its Subsidiaries or Bylaws or their organizational charter, certificate of formation or certificate of incorporation
or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any
statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of
its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which
could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing,
the Company is not in violation of any of the rules, regulations or requirements of the Principal Market and has no knowledge
of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market
in the foreseeable future. Since January 1, 2009, (i) the Common Stock has been listed or designated for quotation on the Principal
Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received
no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock
from the Principal Market. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued
by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess
such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and
neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification
of any such certificate, authorization or permit.


 


(o)          Foreign
Corrupt Practices. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer,
agent, employee or other Person acting on behalf of the Company or any of its Subsidiaries has, in the course of its actions for,
or on behalf of, the Company or any of its Subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment
or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or
domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S.
Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback
or other unlawful payment to any foreign or domestic government official or employee.


 


(p)          Sarbanes-Oxley
Act. The Company and each Subsidiary is in material compliance with all applicable requirements of the Sarbanes-Oxley Act
of 2002 and all applicable rules and regulations promulgated by the SEC thereunder.


 


(q)          Transactions
With Affiliates. Except as disclosed in the SEC Documents, none of the officers, directors, employees or affiliates of the
Company or any of its Subsidiaries is presently a party to any transaction with the Company or any of its Subsidiaries (other
than for ordinary course services as employees, officers or 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, or otherwise
requiring payments to or from any such officer, director, employee or affiliate or, to the knowledge of the Company or any of
its Subsidiaries, any corporation, partnership, trust or other Person in which any such officer, director, employee or affiliate
has a substantial interest or is an employee, officer, director, trustee or partner.


 



    	10



    	 



    

 


(r)          Equity
Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 40,000,000 shares of common
stock, of which 34,500,000 shares are Common Stock, of which 9,768,100 are issued and outstanding and 706,169 shares are reserved
for issuance pursuant to Convertible Securities (as defined below) (other than the Common Shares and the Warrants), and 5,500,000
shares were designated as Class E-1 common stock, Class E-2 common stock or Class E-3 common stock, all previously outstanding
shares of which have been previously redeemed or converted into shares of Common Stock, and (ii) 5,000,000 shares of preferred
stock, none of which are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares
are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. 2,040,078 shares
of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons who are “affiliates”
(as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at
least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such
Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. Except
as disclosed on Schedule 3(r), to the Company’s knowledge, no Person owns 10% or more of the Company’s issued
and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities, whether or not presently
exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations
on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is
a 10% stockholder for purposes of federal securities laws). (i) None of the Company’s or any Subsidiary’s capital
stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company
or any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable
or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or
arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company
or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or
any of its Subsidiaries; (iii) except as disclosed in the SEC Documents, there are no outstanding debt securities, notes, credit
agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its
Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) except as disclosed in the SEC Documents,
there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries;
(v) except as disclosed in the SEC Documents, there are no agreements or arrangements under which the Company or any of its Subsidiaries
is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement);
(vi) except as disclosed in the SEC Documents, there are no outstanding securities or instruments of the Company or any of its
Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements
by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries;
(vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance
of the Securities; (viii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock”
plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities
or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those
incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually
or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct
and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Charter”),
and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms
of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the
holders thereof in respect thereto.


 



    	11



    	 



    

 


(s)          Indebtedness
and Other Contracts. Neither the Company nor any of its Subsidiaries (i) except as disclosed on Schedule 3(s)(i), has
any outstanding Indebtedness (as defined below), (ii) is a party to any contract, agreement or instrument, the violation of which,
or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result
in a Material Adverse Effect, (iii) is in violation of any term of or in default under any contract, agreement or instrument relating
to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material
Adverse Effect, or (iv) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which,
in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. (x) “Indebtedness”
of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed
as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance
with generally accepted accounting principles) (other than trade payables entered into in the ordinary course of business), (C)
all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all
obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection
with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or
other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with
the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event
of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement
which, in connection with generally accepted accounting principles, consistently applied for the periods covered thereby, is classified
as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest
or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though
the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all
Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G)
above; (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or
otherwise, of that Person with respect to any indebtedness, lease, dividend or other obligation of another Person if the primary
purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee
of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with,
or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; and (z) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.


 



    	12



    	 



    

 


(t)          Absence
of Litigation. Except as disclosed in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before
or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the
knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the
Company’s or its Subsidiaries’ executive officers or directors which is outside of the ordinary course of business
or individually or in the aggregate material to the Company or any of its Subsidiaries. There has not been, and to the knowledge
of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries
or any current or former director or executive officer of the Company or any of its Subsidiaries. Since January 1, 2005, the SEC
has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under
the 1933 Act or the 1934 Act.


 


(u)          Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company
and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or
applied for, and neither the Company nor any such Subsidiary has any reason to believe that it will be unable to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to
continue its business at a cost that would not have a Material Adverse Effect.


 


(v)          Employee
Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any
member of a union. The Company believes that its and its Subsidiaries’ relations with their respective employees are good.
No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of
its Subsidiaries has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary
or otherwise terminate such officer’s employment with the Company or any such Subsidiary. To the knowledge of the Company,
no executive officer or other key employee of the Company or any of its Subsidiaries is, or is now expected to be, in violation
of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition
agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive
officer or other key employee (as the case may be) does not subject the Company or any of its Subsidiaries to any liability with
respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all federal, state, local and
foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment
and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect.


 


(w)          Title.
The Company and its Subsidiaries have good and marketable title in fee simple to all real property, and have good and marketable
title to all personal property, owned by them which is material to the business of the Company and its Subsidiaries, in each case,
free and clear of all liens, encumbrances and defects except as disclosed on Schedule 3(w) and such as do not materially
affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company
and any of its Subsidiaries. Any real property and facilities held under lease by the Company or any of its Subsidiaries are held
by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the
use made and proposed to be made of such property and buildings by the Company or any of its Subsidiaries.


 



    	13



    	 



    

 


(x)          Intellectual
Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade
names, service marks, service mark registrations, service names, patents, patent rights, copyrights, original works, inventions,
licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and
registrations therefor (“Intellectual Property Rights”) necessary to conduct their respective businesses as
now conducted and as presently proposed to be conducted. None of the Company’s or its Subsidiaries’ material Intellectual
Property Rights have expired, terminated or been abandoned, or are expected to expire, terminate or be abandoned, within two (2)
years from the date of this Agreement. The Company has no knowledge of any infringement by the Company or any of its Subsidiaries
of Intellectual Property Rights of others. There is no claim, action or proceeding being made or brought, or to the knowledge
of the Company or any of its Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding their Intellectual
Property Rights. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing infringements
or claims, actions or proceedings. The Company and each of its Subsidiaries have taken reasonable security measures to protect
the secrecy, confidentiality and value of all of their Intellectual Property Rights, except where failure to take such measures
would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


(y)          Environmental
Laws. The Company and its Subsidiaries (i) are in compliance with all Environmental Laws (as defined below), (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 of the foregoing
clauses (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate,
a Material Adverse Effect. “Environmental Laws” means all federal, state, local or foreign laws relating to
pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater,
land surface or subsurface strata), including, without limitation, 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.


 


(z)          Subsidiary
Rights. Except as disclosed on Schedule 3(z), the Company or one of its Subsidiaries has the unrestricted right to
vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities
of its Subsidiaries as owned by the Company or such Subsidiary.


 



    	14



    	 



    

 


(aa)          Tax
Status. Except for occurrences that would not, either individually or in the aggregate, reasonably be expected to result in
a Material Adverse Effect, the Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state
income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely
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, except those being contested in good faith and (iii) has set aside on its books provision reasonably
adequate for the payment of all 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 and its Subsidiaries know of no basis for any such claim. The Company is not operated in such a manner as to qualify
as a passive foreign investment company, as defined in Section 1297 of the U.S. Internal Revenue Code of 1986, as amended.


 


(bb)          Internal
Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting
(as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles, including 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 generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence
of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded
accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate
action is taken with respect to any difference. The Company maintains disclosure controls and procedures (as such term is defined
in Rule 13a-15(e) under the 1934 Act) that are effective in ensuring that information required to be disclosed by the Company
in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods
specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information
required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated
to the Company’s management, including its principal executive officer or officers and its principal financial officer or
officers, as appropriate, to allow timely decisions regarding required disclosure. Neither the Company nor any of its Subsidiaries
has received any notice or correspondence from any accountant or other Person relating to any potential material weakness or significant
deficiency in any part of the internal controls over financial reporting of the Company or any of its Subsidiaries, that has not
been cured or otherwise resolved prior to the date hereof.


 


(cc)          Off
Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its
Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934
Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.


 


(dd)          Investment
Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment
company,” an affiliate of an “investment company,” a company controlled by an “investment company”
or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment
company” as such terms are defined in the Investment Company Act of 1940, as amended.


 



    	15



    	 



    

 


(ee)          Acknowledgement
Regarding Buyers’ Trading Activity. It is understood and acknowledged by the Company that (i) following the public disclosure
of the transactions contemplated by the Transaction Documents in accordance with the terms thereof, none of the Buyers have been
asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company or any of its Subsidiaries,
to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or
short) any securities of the Company, or “derivative” securities based on securities issued by the Company or to hold
any of the Securities for any specified term; (ii) any Buyer, and counterparties in “derivative” transactions to which
any such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock which
was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; and (iii)
each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative”
transaction. The Company further understands and acknowledges that following the public disclosure of the transactions contemplated
by the Transaction Documents pursuant to the Press Release (as defined below) one or more Buyers may engage in hedging and/or
trading activities at various times during the period that the Securities are outstanding, including, without limitation, during
the periods that the value and/or number of the Warrant Shares deliverable with respect to the Securities are being determined
and such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in
the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that
such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any other Transaction Document
or any of the documents executed in connection herewith or therewith.


 


(ff)          Manipulation
of Price. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no Person acting on their
behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation of
the price of any security of the Company or any of its Subsidiaries 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 (other than the Placement
Agent), or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities
of the Company or any of its Subsidiaries (other than the Placement Agent).


 


(gg)          U.S.
Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any
of the Securities are held by any of the Buyers, shall become, 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 and each Subsidiary shall so certify upon any Buyer’s
request.


 


(hh)          Registration
Eligibility. The Company is eligible to register the Registrable Securities for resale by the Buyers using Form S-3 promulgated
under the 1933 Act.


 



    	16



    	 



    

 


(ii)          Transfer
Taxes. On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be
paid in connection with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will
have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.


 


(jj)          Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries 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 (25%) or more of the total
equity of a bank or any equity 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)         Shell
Company Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).


 


(ll)          Public
Utility Holding Act. None of the Company nor any of its Subsidiaries is a “holding company,” or an “affiliate”
of a “holding company,” as such terms are defined in the Public Utility Holding Act of 2005.


 


(mm)       Federal
Power Act. None of the Company nor any of its Subsidiaries is subject to regulation as a “public utility” under
the Federal Power Act, as amended.


 


(nn)          No
Additional Agreements. The Company does not have any agreement or understanding with any Buyer with respect to the transactions
contemplated by the Transaction Documents other than as specified in the Transaction Documents.


 


(oo)          Illegal
or Unauthorized Payments; Political Contributions. Neither the Company nor any of
its Subsidiaries nor, to the Company’s knowledge (after reasonable inquiry of its executive officers and directors), any
of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or any other
business entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly
or indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention
of applicable law, (a) as a kickback or bribe to any Person or (b) to any political organization, or the holder of or any aspirant
to any elective or appointive public office except for personal political contributions not involving the direct or indirect use
of funds of the Company or any of its Subsidiaries.


 


(pp)          Money
Laundering. The Company and its Subsidiaries are in compliance with, and have not
previously violated, the USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations,
including, without limitation, the laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office
of Foreign Assets Control, including, without limitation, (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079
(2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.


 



    	17



    	 



    

 


(qq)          Disclosure.
The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents
or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information
concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement
and the other Transaction Documents. The Company understands and confirms that each of the Buyers will rely on the foregoing representations
in effecting transactions in securities of the Company. All disclosure provided to the Buyers regarding the Company and its Subsidiaries,
their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf
of the Company or any of its Subsidiaries 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. Each press release issued by the Company or any of its Subsidiaries
during the twelve (12) months preceding the date of this Agreement did not at the time of release 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 are made, not misleading. No event or circumstance has occurred or
information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities, results
of operations, financial condition or prospects, which, under applicable law, rule or regulation, requires public disclosure at
or before the date hereof or announcement by the Company but which has not been so publicly disclosed. The Company acknowledges
and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby
other than those specifically set forth in Section 2.


 


		4.	COVENANTS.



 


(a)          Best
Efforts. Each Buyer shall use its best efforts to timely satisfy each of the conditions to be satisfied by it as provided
in Section 6 of this Agreement. The Company shall use its best efforts to timely satisfy each of the conditions to be satisfied
by it as provided in Section 7 of this Agreement.


 


(b)          Form
D and Blue Sky. The Company shall file a Form D with respect to the Securities as required under Regulation D and to provide
a copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as
the Company shall reasonably determine is necessary in order to obtain an exemption for, or to, qualify the Securities for sale
to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states
of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken
to the Buyers on or prior to the Closing Date. Without limiting any other obligation of the Company under this Agreement, the
Company shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable
securities laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky”
laws), and the Company shall comply with all applicable foreign, federal, state and local laws, statutes, rules, regulations and
the like relating to the offering and sale of the Securities to the Buyers.


 



    	18



    	 



    

 


(c)          Reporting
Status. Until the date on which the Buyers shall have sold all of the Registrable Securities (the “Reporting Period”),
the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not
terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations
thereunder would no longer require or otherwise permit such termination.


 


(d)          Use
of Proceeds. The Company shall use the proceeds from the sale of the Securities hereunder solely for general working capital
purposes. Without limiting the foregoing, none of such proceeds shall be used, directly or indirectly, (i) for the satisfaction
of any debt of the Company or any of its Subsidiaries (other than payment of trade payables incurred after the date hereof in
the ordinary course of business of the Company and its Subsidiaries and consistent with prior practices), (ii) for the redemption
of any securities of the Company or (iii) with respect to any litigation involving the Company or any of its Subsidiaries (including,
without limitation, (x) the settlement thereof or (y) the payment of any costs or expenses related thereto).


 


(e)          Financial
Information. The Company agrees to send the following to each Investor (as defined in the Registration Rights Agreement) during
the Reporting Period (i) unless the following are filed with the SEC through EDGAR and are available to the public through the
EDGAR system, within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q, any interim reports or any consolidated balance sheets, income statements, stockholders’
equity statements and/or cash flow statements for any period other than annual, any Current Reports on Form 8-K and any registration
statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act and (ii) copies of any notices and other information
made available or given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof
to the stockholders.


 


(f)          Listing.
The Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Registrable Securities
upon each national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed or designated
for quotation (as the case may be) (subject to official notice of issuance) (but in no event later than the Closing Date) and
shall maintain such listing or designation for quotation (as the case may be) of all Registrable Securities from time to time
issuable under the terms of the Transaction Documents on such national securities exchange or automated quotation system. The
Company shall maintain the Common Stock’s listing or designation for quotation (as the case may be) on the Principal Market,
The New York Stock Exchange, the NYSE MKT, the Nasdaq Global Select Market or the Nasdaq Global Market (each, an “Eligible
Market”). Neither the Company nor any of its Subsidiaries shall take any action which could be reasonably expected to
result in the delisting or suspension of the Common Stock on an Eligible Market. The Company shall pay all fees and expenses in
connection with satisfying its obligations under this Section 4(f).


 



    	19



    	 



    

 


(g)          Fees.
The Company shall reimburse Cranshire Capital Master Fund, Ltd. (“Cranshire”) or its designee(s) for all costs
and expenses incurred by it or its affiliates in connection with the transactions contemplated by the Transaction Documents (including,
without limitation, all legal fees and disbursements in connection therewith, structuring, documentation and implementation of
the transactions contemplated by the Transaction Documents and due diligence and regulatory filings in connection therewith) in
a non-accountable amount equal to $25,000, which amount shall be withheld by Cranshire from its Purchase Price at the Closing
or paid by the Company on demand by Cranshire if Cranshire terminates its obligations under this Agreement in accordance with
Section 8 (as the case may be), less $10,000 which was previously advanced to Cranshire by the Company. The Company shall be responsible
for the payment of any placement agent’s fees, financial advisory fees, or broker’s commissions (other than for Persons
engaged by any Buyer) relating to or arising out of the transactions contemplated hereby (including, without limitation, any fees
payable to the Placement Agent, who is the Company’s sole placement agent in connection with the transactions contemplated
by this Agreement). The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without
limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim relating to any
such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses
in connection with the sale of the Securities to the Buyers.


 


(h)          Pledge
of Securities. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that
the Securities may be pledged by a Buyer in connection with a bona fide margin agreement with a registered broker-dealer or grant
a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as
defined in Rule 501(a) under the 1933 Act and who agrees to be bound by the provisions of this Agreement and the Registration
Rights Agreement and, if required under the terms of such arrangement, such Buyer may transfer pledged or secured Securities to
the pledgees or secured parties. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities
hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise
make any delivery to the Company pursuant to this Agreement or any other Transaction Document. At the appropriate Buyer’s
expense, the Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request
in connection with a pledge of the Securities to such pledgee by a Buyer.


 



    	20



    	 



    

 


(i)          Disclosure
of Transactions and Other Material Information. The Company shall (x) on or before 8:30
a.m., New York time, on the date of this Agreement, issue a press release (the “Press Release”)
reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents
and (y) on or before 8:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement,
file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents
in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this
Agreement (and all schedules to this Agreement), the form of Warrants and the form of the Registration Rights Agreement) (including
all attachments, the “8-K Filing”). From and after the issuance of the Press Release, the Company shall have
disclosed all material, non-public information (if any) delivered to any of the Buyers 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. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers,
directors, employees and agents, not to, provide any Buyer with any material, non-public information regarding the Company or
any of its Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Buyer
(which may be granted or withheld in such Buyer’s sole discretion). In the event of a breach of any of the foregoing covenants
or any of the covenants contained in Section 4(o) by the Company, any of its Subsidiaries, or any of its or their respective officers,
directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other
remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form
of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by
the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall
have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees,
stockholders or agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer
shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided,
however, the Company shall be entitled, without the prior approval of any Buyer, to issue the Press Release and any other press
release or make other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and
contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i)
each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its
release). Without the prior written consent of the applicable Buyer (which may be granted or withheld in such Buyer’s sole
discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such
Buyer in any filing (other than the 8-K Filing, any Registration Statement registering the Securities and any other filing as
is required by applicable law and regulations), announcement, release or otherwise. Notwithstanding anything contained in this
Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges
and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof
in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed
that no Buyer may bind any other Buyer with respect thereto) or as expressly contemplated by the first sentence of Section 4(o)(viii)),
any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or
any of its Subsidiaries.


 


(j)          Additional
Registration Statements. Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement
is not effective or any prospectus contained therein is not available for use, the Company shall not file a registration statement
under the 1933 Act relating to securities that are not the Registrable Securities. “Applicable Date” means
the first date on which the resale by the Buyers of all Registrable Securities is covered by one or more effective Registration
Statements (as defined in the Registration Rights Agreement) (and each prospectus contained therein is available for use on such
date).


 



    	21



    	 



    

 


(k)          Additional
Issuance of Securities. Without the prior written consent of the Required Significant Buyers (as defined below) (which may
be granted or withheld in the sole discretion of the Required Significant Buyers), the Company agrees that for the period commencing
on the date hereof and ending on the date immediately following the one hundred eighty (180) day anniversary of the Applicable
Date (provided that such period shall be extended by the number of days during such period and any extension thereof contemplated
by this proviso on which the Registration Statement is not effective or any prospectus contained therein is not available for
use) (the “Restricted Period”), neither the Company nor any of its Subsidiaries shall directly or indirectly
issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant
of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including,
without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act),
any Convertible Securities, any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition
or announcement (whether occurring during the Restricted Period or at any time thereafter) is referred to as a “Subsequent
Placement”). Notwithstanding the foregoing, this Section 4(k) shall not apply in respect of the issuance of:


 


(A)          shares
of Common Stock or standard options to purchase Common Stock to directors, officers or employees of the Company in their capacity
as such pursuant to an Approved Share Plan (as defined below), provided that (1) all such issuances (taking into account the shares
of Common Stock issuable upon exercise of such options) after the date hereof pursuant to this clause (A) do not, in the aggregate,
exceed more than 488,405 shares of Common Stock (as adjusted for stock splits, stock combinations and other similar transactions
occurring after the date of this Agreement) and (2) the exercise price of any such options is not lowered, none of such options
are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise
materially changed in any manner that adversely affects any of the Buyers;


 


(B)          shares
of Common Stock issued upon the conversion or exercise of, or otherwise on account of, Convertible Securities (other than standard
options to purchase Common Stock issued pursuant to an Approved Share Plan that are covered by clause (A) above) issued prior
to the date hereof, provided that the conversion, exercise or other method of issuance (as the case may be) of any such Convertible
Security is made solely pursuant to the conversion, exercise or other method of issuance (as the case may be) provisions of such
Convertible Security that were in effect on the date immediately prior to the date of this Agreement, the conversion, exercise
or issuance price of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to
an Approved Share Plan that are covered by clause (A) above) is not lowered, none of such Convertible Securities are (other than
standard options to purchase Common Stock issued pursuant to an Approved Share Plan that are covered by clause (A) above) (nor
is any provision of any such Convertible Securities) amended or waived in any manner (whether by the Company or the holder thereof)
to increase, or which results in an increase in, the number of shares issuable thereunder and none of the terms or conditions
of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Share
Plan that are covered by clause (A) above) are otherwise materially changed or waived (whether by the Company or the holder thereof)
in any manner that adversely affects any of the Buyers;


 



    	22



    	 



    

 


(C)          warrants
to purchase up to 50,000 shares of Common Stock in the aggregate to Hayden IR, LLC pursuant to, and in accordance with, the terms
of that certain Investor Relations Consulting Agreement, dated as of April 1, 2012, by and between Hayden IR, LLC and the Company
and such 50,000 shares of Common Stock upon exercise thereof provided that (1) the exercise of such warrants is made solely pursuant
to the exercise provisions of such warrants that were in effect on the date of original issuance thereof, (2) the exercise price
of such warrants is not lowered, (3) none of such warrants are (nor is any provision of any such warrants) amended or waived in
any manner (whether by the Company or the holder thereof) to increase, or which results in an increase in, the number of shares
issuable thereunder and (4) none of the terms or conditions of any such warrants are otherwise materially changed or waived (whether
by the Company or the holder thereof) in any manner that adversely affects any of the Buyers;


 


(D)          the
Warrants;


 


(E)          the
Warrant Shares; and


 


(F)           shares
of Common Stock issued in connection with strategic mergers and acquisitions, provided that (I) the primary purpose of such issuance
is not to raise capital, (II) the acquirer of such shares of Common Stock in such issuance solely consists of either (1) the actual
owners of such assets or securities acquired in such merger or acquisition or (2) the stockholders, partners or members of the
foregoing Persons, (III) the number or amount (as the case may be) of such shares of Common Stock issued to each such Person by
the Company shall not be disproportionate to such Person’s actual ownership of such assets or securities to be acquired
by the Company (as applicable) and (IV) all such issuances of Common Stock after the date hereof pursuant to this clause (F) do
not, in the aggregate, exceed more than 976,810 shares of Common Stock (adjusted for stock splits, stock combinations and other
similar transactions occurring after the date of this Agreement) (each of the foregoing in clauses (A) through (F), collectively
the “Excluded Securities”).


 


“Approved Share Plan”
means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the
date hereof pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee,
officer or director for services provided to the Company in their capacity as such. “Convertible Securities”
means any capital stock, convertible debenture or other security of the Company or any of its Subsidiaries that is, or may become,
at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise
entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common
Stock) or any of its Subsidiaries.


 


(l)          Reservation
of Shares. So long as any of the Warrants remain outstanding, the Company shall take all action necessary to at all times
have authorized, and reserved for the purpose of issuance, no less than the maximum number of shares of Common Stock issuable
upon exercise of all the Warrants (without regard to any limitations on the exercise of the Warrants set forth therein).


 


(m)          Conduct
of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or
regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate,
in a Material Adverse Effect.


 



    	23



    	 



    

 


(n)          Variable
Rate Transaction. Until the earlier to occur of (i) the date on which all of the Buyers shall have sold all of the Registrable
Securities and (ii) the third (3rd) anniversary of the date hereof, the Company and each Subsidiary shall be prohibited
from effecting or entering into an agreement to effect any Subsequent Placement involving a Variable Rate Transaction without
the prior written consent of the Required Significant Buyers (which may be granted or withheld in the sole discretion of the Required
Significant Buyers). “Variable Rate Transaction” means a transaction in which the Company or any Subsidiary
(i) issues or sells any Convertible Securities either (A) at a conversion, exercise or exchange rate or other price that is based
upon and/or varies with the trading prices of, or quotations for, the shares of Common Stock at any time after the initial issuance
of such Convertible Securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future
date after the initial issuance of such Convertible Securities or upon the occurrence of specified or contingent events directly
or indirectly related to the business of the Company or the market for the Common Stock, other than pursuant to a customary “weighted
average” anti-dilution provision or (ii) enters into any agreement (including, without limitation, an “equity line
of credit” or an “at-the-market offering”) whereby the Company or any Subsidiary may sell securities at a future
determined price (other than standard and customary “preemptive” or “participation” rights). Each Buyer
shall be entitled to obtain injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy
shall be in addition to any right to collect damages.


 


(o)          Participation
Right. From the date hereof through the eighteen (18) month anniversary of the Closing Date, neither the Company nor any of
its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with
this Section 4(o). The Company acknowledges and agrees that the right set forth in this Section 4(o) is a right granted by the
Company, separately, to each Significant Buyer.


 


(i)          At
least three (3) Business Days prior to any proposed or intended Subsequent Placement, the Company shall deliver to each Significant
Buyer a written notice of its proposal or intention to effect a Subsequent Placement (each such notice, a “Pre-Notice”),
which Pre-Notice shall not contain any information (including, without limitation, material, non-public information) other than:
(i) a statement that the Company proposes or intends to effect a Subsequent Placement, (ii) a statement that the statement in
clause (i) above does not constitute material, non-public information and (iii) a statement informing such Significant Buyer that
it is entitled to receive an Offer Notice (as defined below) with respect to such Subsequent Placement upon its written request. Upon
the written request of a Significant Buyer within two (2) Business Days after the Company’s delivery to such Significant
Buyer of such Pre-Notice, and only upon a written request by such Significant Buyer, the Company shall promptly, but no later
than one (1) Business Day after such request, deliver to such Significant Buyer an irrevocable written notice (the “Offer
Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities
being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (w) identify and
describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and
the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons (if known) to which or
with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange
with such Significant Buyer in accordance with the terms of the Offer (I) such Significant Buyer’s Basic Amount (as defined
below) and (II) if such Significant Buyer elects to purchase its Basic Amount, any additional portion of the applicable Offered
Securities attributable to the Basic Amounts of other Significant Buyers as such Significant Buyer shall indicate it will purchase
or acquire should the other Significant Buyers subscribe for less than their Basic Amounts (the “Undersubscription Amount”).
“Basic Amount” means, with respect to a Significant Buyer, the portion of the Offered Securities equal to the
product of (1) 50% of the applicable Offered Securities multiplied by (2) the quotient of (X) the number of Common Shares purchased
hereunder by such Significant Buyer divided by (Y) the aggregate number of Common Shares purchased hereunder by all Significant
Buyers.


 



    	24



    	 



    

 


(ii)          To
accept an Offer, in whole or in part, such Significant Buyer must deliver a written notice to the Company prior to the end of
the three (3rd) Business Day after such Significant Buyer’s receipt of the Offer Notice (the “Offer
Period”), setting forth the portion of such Significant Buyer’s Basic Amount that such Significant Buyer elects
to purchase and, if such Significant Buyer shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any,
that such Significant Buyer elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts
subscribed for by all Significant Buyers are less than the total of all of the Basic Amounts, then such Significant Buyer who
has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic
Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts
subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available
Undersubscription Amount”), such Significant Buyer who has subscribed for any Undersubscription Amount shall be entitled
to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Significant Buyer bears to
the total Basic Amounts of all Significant Buyers that have subscribed for Undersubscription Amounts, subject to rounding by the
Company to the extent it deems reasonably necessary. Notwithstanding the foregoing, if the Company desires to modify or amend
the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to each Significant
Buyer a new Offer Notice and the Offer Period shall expire on the third (3rd) Business Day after such Significant Buyer’s
receipt of such new Offer Notice.


 


(iii)          The
Company shall have four (4) Business Days from the expiration of the Offer Period above (i) to offer, issue, sell or exchange
all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Significant Buyer (the “Refused
Securities”) pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only
to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without
limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to
the Company than those set forth in the Offer Notice and (ii) to publicly announce (a) the execution of such Subsequent Placement
Agreement, and (b) either (x) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (y)
the termination of such Subsequent Placement Agreement, which shall be filed with the SEC on a Current Report on Form 8-K with
such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto.


 



    	25



    	 



    

 


(iv)          In
the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the
terms specified in Section 4(o)(iii) above), then such Significant Buyer may, at its sole option and in its sole discretion, reduce
the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than
the number or amount of the Offered Securities that such Significant Buyer elected to purchase pursuant to Section 4(o)(ii) above
multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually
proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Significant Buyers pursuant to this
Section 4(o) prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities.
In the event that any Significant Buyer so elects to reduce the number or amount of Offered Securities specified in its Notice
of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless
and until such securities have again been offered to the Significant Buyers in accordance with Section 4(o)(i) above.


 


(v)          Upon
the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, such Significant Buyer shall
acquire from the Company, and the Company shall issue to such Significant Buyer, the number or amount of Offered Securities specified
in its Notice of Acceptance. The purchase by such Significant Buyer of any Offered Securities is subject in all cases to the preparation,
execution and delivery by the Company and such Significant Buyer of a separate purchase agreement relating to such Offered Securities
reasonably satisfactory in form and substance to such Significant Buyer and its counsel.


 


(vi)          Any
Offered Securities not acquired by a Significant Buyer or other Persons in accordance with this Section 4(o) may not be issued,
sold or exchanged until they are again offered to such Significant Buyer under the procedures specified in this Agreement.


 


(vii)          The
Company and each Significant Buyer agree that if any Significant Buyer elects to participate in the Offer, neither the Subsequent
Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent
Placement Documents”) shall include any term or provision whereby such Significant Buyer shall be required to agree
to any restrictions on trading as to any securities of the Company or be required to consent to any amendment to or termination
of, or grant any waiver, release or the like under or in connection with, any agreement previously entered into with the Company
or any instrument received from the Company.


 



    	26



    	 



    

 


(viii)          Such
Significant Buyer acknowledges and agrees that, upon its receipt of an Offer Notice, such Significant Buyer shall be deemed to
be in receipt of material non-public information regarding the Company with respect to the Subsequent Placement expressly contemplated
by such Offer Notice and such Significant Buyer agrees to hold such information in confidence and not to disclose such information
to any other Person and not to effect any transactions in the Common Stock (other than the purchase of the applicable Offered
Securities) during the period commencing at the time such Significant Buyer receives such Offer Notice and ending at the time
such Significant Buyer no longer is in possession of material, non-public information as set forth below in this Section 4(o)(viii).
Notwithstanding anything to the contrary in this Section 4(o) and unless otherwise agreed to by such Significant Buyer, the Company
shall either confirm in writing to such Significant Buyer that the transaction with respect to the Subsequent Placement expressly
contemplated by the applicable Offer Notice has been abandoned or shall publicly disclose its intention to issue the Offered Securities,
in either case, in such a manner such that such Significant Buyer will not be in possession of any material, non-public information
with respect to the Company or any of its Subsidiaries, by the fifth (5th) Business Day following the expiration of
the applicable Offer Period. If by such fifth (5th) Business Day, no public disclosure regarding a transaction with
respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received
by such Significant Buyer, such transaction shall be deemed to have been abandoned and such Significant Buyer shall not be in
possession of any material, non-public information with respect to the Company or any of its Subsidiaries. Should the Company
decide to pursue such transaction with respect to the Offered Securities, the Company shall provide such Significant Buyer with
another Offer Notice in accordance with, and subject to, the terms of this Section 4(o) and such Significant Buyer will again
have the right of participation set forth in this Section 4(o). The Company shall not be permitted to deliver more than one Offer
Notice to such Significant Buyer in any sixty (60) day period, except as expressly contemplated by the last sentence of Section
4(o)(ii).


 


(ix)          The
restrictions contained in this Section 4(o) shall not apply in connection with the issuance of any Excluded Securities. The Company
shall not circumvent the provisions of this Section 4(o) by providing terms or conditions to one Significant Buyer that are not
provided to all. Notwithstanding anything contained in this Section 4(o), (x) no Significant Buyer may purchase Offered Securities
to the extent (but only to the extent) that immediately following the purchase thereof such Significant Buyer would be a “beneficial
owner” of 10% or more of the Common Stock (as determined under Section 13(d) of the 1934 Act and the rules and regulations
promulgated thereunder), (y) any Offered Securities not purchased by a Significant Buyer as a result of the immediately preceding
clause (x) shall be, and shall be deemed to be, part of the applicable Undersubscription Amount and (z) all Offered Securities
that are Convertible Securities must contain a “beneficial ownership” blocker provision in the form of Section 1(f)
of the Warrants. Solely for illustration purposes and without implication that the contrary would otherwise be true, if, at the
time a Significant Buyer receives an Offer Notice, (I) such Significant Buyer is a “beneficial owner” of 9.9% of the
Common Stock (as determined under Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder) as a result
of such Significant Buyer holding only one or more Convertible Securities containing 9.9% “beneficial ownership” blocker
provisions (such as the one contained in Section 1(f) of the Warrants), (II) 10,000,000 shares of Common Stock are then outstanding,
(III) the Offered Securities described in such Offer Notice are shares of Common Stock and (IV) such Significant Buyer’s
Basic Amount set forth in such Offer Notice is 1,500,000 shares of Common Stock, then such Significant Buyer would only be entitled
to purchase 1,111,111 of such shares of Common Stock as a result of the application of clause (x) above in this paragraph.


 



    	27



    	 



    

 


(p)          Passive
Foreign Investment Company. The Company shall conduct its business in such a manner as will ensure that the Company will not
be deemed to constitute a passive foreign investment company within the meaning of Section 1297 of the U.S. Internal Revenue Code
of 1986, as amended.


 


(q)          Corporate
Existence. So long as any Buyer owns any Warrants, the Company shall not be party to any Fundamental Transaction (as defined
in the Warrants) unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth
in the Warrants.


 


(r)          Issues
or Deemed Issuance Below Floor Price. The Company shall not, directly or indirectly, issue or sell, or, in accordance with
Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities) for consideration
per share (determined in accordance with Section 2 of the Warrants) less than the Floor Price (as defined in the Warrants) at
any time while any of the Warrants are outstanding without the prior written consent of the Required Significant Buyers (which
may be granted or withheld in the sole discretion of the Required Significant Buyers).


 


		5.	REGISTER;
                                                                                                                                    TRANSFER
                                                                                                                                    AGENT
                                                                                                                                    INSTRUCTIONS;
                                                                                                                                    LEGEND.



 


(a)          Register.
The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate
by notice to each holder of Securities), a register for the Common Shares and the Warrants in which the Company shall record the
name and address of the Person in whose name the Common Shares and the Warrants have been issued (including the name and
address of each transferee), the number of Common Shares held by such Person and the number of Warrant Shares issuable upon exercise
of the Warrants held by such Person. The Company shall keep the register open and available at all times during business hours
for inspection of any Buyer or its legal representatives.


 



    	28



    	 



    

 


(b)          Transfer
Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent
in a form acceptable to each of the Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates
or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in
the name of each Buyer or its respective nominee(s), for the Common Shares and the Warrant Shares in such amounts as specified
from time to time by each Buyer to the Company upon delivery of the Common Shares or the exercise of the Warrants (as the case
may be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred
to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to
its transfer agent with respect to the Common Shares and the Warrant Shares, and that the Common Shares and the Warrant Shares
shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this
Agreement and the other Transaction Documents. If a Buyer effects a sale, assignment or transfer of the Common Shares or the Warrant
Shares in accordance with Section 2(g), the Company shall permit the transfer and shall promptly instruct its transfer agent to
issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations
as specified by such Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves
Common Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance
with Rule 144, the transfer agent shall issue such shares to such Buyer, assignee or transferee (as the case may be) without any
restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder
will cause irreparable harm to each Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations
under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions
of this Section 5(b), that each Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction
restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without
any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable
Transfer Agent Instructions to the Company’s transfer agent on each Effective Date (as defined in the Registration Rights
Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of
such opinion or the removal of any legends on any of the Securities shall be borne by the Company.


 


(c)          Legends.
Each Buyer understands that the Securities have been issued (or will be issued in the case of the Warrant Shares) pursuant to
an exemption from registration or qualification under the 1933 Act and applicable state securities laws, and except as set forth
below, the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend
in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):


 


[NEITHER THE ISSUANCE AND SALE
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [EXERCISABLE] HAVE BEEN][THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL
TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE
FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES.


 



    	29



    	 



    

 


(d)          Removal
of Legends. Certificates evidencing Securities shall not be required to contain the legend set forth in Section 5(c) above
or any other legend (i) while a registration statement (including a Registration Statement) covering the resale of such Securities
is effective under the 1933 Act, (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor is not
an affiliate of the Company), (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 (provided
that a Buyer provides the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer
under Rule 144 which shall not include an opinion of counsel), (iv) in connection with a sale, assignment or other transfer (other
than under Rule 144), provided that such Buyer provides the Company with an opinion of counsel to such Buyer, in a generally acceptable
form, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable
requirements of the 1933 Act or (v) if such legend is not required under applicable requirements of the 1933 Act (including, without
limitation, controlling judicial interpretations and pronouncements issued by the SEC). If a legend is not required pursuant to
the foregoing, the Company shall promptly, but no later than three (3) Business Days following the delivery by a Buyer to the
Company or the transfer agent (with notice to the Company) of a legended certificate representing such Securities (endorsed or
with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if
applicable), together with any other deliveries from such Buyer as may be required above in this Section 5(d), as directed by
such Buyer, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities
Transfer Program and such Securities are Common Shares or Warrant Shares, credit the aggregate number of shares of Common Stock
to which such Buyer shall be entitled to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal
at Custodian system or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer
Program, issue and deliver (via reputable overnight courier) to such Buyer, a certificate representing such Securities that is
free from all restrictive and other legends, registered in the name of such Buyer or its designee (the date by which such credit
is so required to be made to the balance account of such Buyer’s or such Buyer’s nominee with DTC or such certificate
is required to be delivered to such Buyer pursuant to the foregoing is referred to herein as the “Required Delivery Date”).


 



    	30



    	 



    

 


(e)          Failure
to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required
Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive
and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number
of Common Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Buyer,
the Company shall pay in cash to such Buyer on each day after the Required Delivery Date that the issuance or credit of such shares
is not timely effected an amount equal to 1% of the product of (A) the number of shares of Common Stock not so delivered or credited
(as the case may be) to such Buyer or such Buyer’s nominee multiplied by (B) the Closing Sale Price (as defined in the Warrants)
of the Common Stock on the Trading Day (as defined in the Warrant) immediately preceding the Required Delivery Date. In addition
to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account
of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery
Date such Buyer (or any other Person in respect, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise)
shares of Common Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common
Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that
such Buyer so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available
to such Buyer, the Company shall, within three (3) Business Days after such Buyer’s request and in such Buyer’s sole
discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage
commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions
and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation
to so deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled,
or (ii) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC
account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with
its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product
of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver
to such Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price of the Common Stock on any Trading
Day during the period commencing on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares
or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii).


 


		6.	CONDITIONS
                                                                                                                                    TO
                                                                                                                                    THE
                                                                                                                                    COMPANY’S
                                                                                                                                    OBLIGATION
                                                                                                                                    TO
                                                                                                                                    SELL.



 


(a)          The
obligation of the Company hereunder to issue and sell the Common Shares and the related Warrants to each Buyer at the Closing
is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions
are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each
Buyer with prior written notice thereof:


 


(i)          Such
Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.


 


(ii)         Such
Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of Cranshire, the amounts
withheld pursuant to Section 4(g)) for the Common Shares and the related Warrants being purchased by such Buyer at the
Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.


 


(iii)        The
representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as
of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific
date, which shall be true and correct in all material respects as of such date), and such Buyer shall have performed, satisfied
and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed,
satisfied or complied with by such Buyer at or prior to the Closing Date.


 



    	31



    	 



    

 


		7.	CONDITIONS
                                                                                                                                    TO
                                                                                                                                    EACH
                                                                                                                                    BUYER’S
                                                                                                                                    OBLIGATION
                                                                                                                                    TO
                                                                                                                                    PURCHASE.



 


(a)          The
obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants at the Closing is subject to
the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each
Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior
written notice thereof:


 


(i)          The
Company shall have duly executed and delivered to such Buyer (A) each of the other Transaction Documents and (B) the Common
Shares (in the number as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and
the related Warrants (for the number of Warrant Shares as is set forth across from such Buyer’s name in column (4) of the
Schedule of Buyers) being purchased by such Buyer at the Closing pursuant to this Agreement.


 


(ii)         Such
Buyer shall have received the opinion of Baker & Hostetler LLP,
the Company’s counsel, dated as of the Closing Date, in the form reasonably acceptable to such Buyer.


 


(iii)        The
Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form reasonably acceptable
to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.


 


(iv)        The
Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of
its U.S. Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office)
of such jurisdiction of formation as of a date within ten (10) days of the Closing Date.


 


(v)         The
Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation
and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company is so qualified,
as of a date within ten (10) days of the Closing Date.


 


(vi)         The
Company shall have delivered to such Buyer a certified copy of the Charter as certified by the Secretary of State of the Company’s
jurisdiction of formation within ten (10) days of the Closing Date.


 


(vii)        The
Company shall have delivered to such Buyer a certificate, in the form reasonably acceptable to such Buyer, executed by the Secretary
of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s
board of directors in a form reasonably acceptable to such Buyer, (ii) the Charter and (iii) the Bylaws, each as in effect at
the Closing.


 



    	32



    	 



    

 


(viii)      Each
and every representation and warranty of the Company shall be true and correct as of the date when made and shall be true and
correct in all material respects as of the Closing Date as though originally made at that time (except that any representation
and warranty qualified by materiality or Material Adverse Effect shall be true and correct in all respects) and the Company shall
have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed,
satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed
by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters
as may be reasonably requested by such Buyer in the form reasonably acceptable to such Buyer.


 


(ix)         The
Company shall have delivered to such Buyer a report from the Company’s transfer agent identifying the number of shares of
Common Stock outstanding on the Closing Date immediately prior to the Closing.


 


(x)          The
Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as
of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or
the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or
(B) by falling below the minimum maintenance requirements of the Principal Market.


 


(xi)         The
Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale
of the Securities, including without limitation, those required by the Principal Market.


 


(xii)        No
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated
by the Transaction Documents.


 


(xiii)        Since
the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result
in a Material Adverse Effect.


 


(xiv)       The
Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Common
Shares and the Warrant Shares.


 


(xv)        The
Company shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated
by this Agreement as such Buyer or its counsel may reasonably request.


 



    	33



    	 



    

 


		8.	TERMINATION.



 


In the event that
the Closing shall not have occurred with respect to a Buyer within ten (10) days after the date hereof, then such Buyer shall
have the right to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business
on such date without liability of such Buyer to any other party; provided, however, (i) the right to terminate its obligations
under this Agreement pursuant to this Section 8 shall not be available to such Buyer if the failure of the transactions contemplated
by this Agreement to have been consummated by such date is the result of such Buyer’s breach of this Agreement and (ii)
the abandonment of the sale and purchase of the Common Shares and the Warrants shall be applicable only to such Buyer providing
such written notice, provided further that no such termination shall affect any obligation of the Company under this Agreement
to reimburse such Buyer for the expenses described in Section 4(g) above. Nothing contained in this Section 8 shall be deemed
to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other
Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations
under this Agreement or the other Transaction Documents.


 


		9.	MISCELLANEOUS.



 


(a)          Governing
Law; Jurisdiction; Jury Trial. The parties hereby agree that pursuant to 735 Illinois Compiled Statutes 105/5-5 they have
chosen that all questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by the internal laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Illinois or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of Illinois. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in Chicago, Illinois, for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof
to such party at the address for such 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 (i) limit, or be deemed to limit, in any way
any right to serve process in any manner permitted by law, (ii) operate, or shall be deemed to operate, to preclude any Buyer
from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s
obligations to such Buyer or to enforce a judgment or other court ruling in favor of such Buyer or (iii) limit, or be deemed to
limit, any provision of Section 13 of the Warrants. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES
NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(b)          Counterparts.
This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature
is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature
page, such signature page 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 signature page were an original thereof.


 



    	34



    	 



    

 


(c)          Headings;
Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine,
feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include”
and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”
“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision
in which they are found.


 


(d)          Severability.
If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity
or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 



    	35



    	 



    

 


(e)          Entire
Agreement; Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and
thereto and the instruments referenced herein and therein supersede all other prior oral or written agreements between the Buyers,
the Company, their affiliates and Persons acting on their behalf solely with respect to the matters contained herein and therein,
and this Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments
referenced herein and therein contain the entire understanding of the parties solely with respect to the matters covered herein
and therein; provided, however, nothing contained in this Agreement or any other Transaction Document shall (or shall be deemed
to) (i) have any effect on any agreements any Buyer has entered into with, or any instruments any Buyer has received from, the
Company or any of its Subsidiaries prior to the date hereof with respect to any prior investment made by such Buyer in the Company
or (ii) waive, alter, modify or amend in any respect any obligations of the Company or any of its Subsidiaries, or any rights
of or benefits to any Buyer or any other Person, in any agreement entered into prior to the date hereof between or among the Company
and/or any of its Subsidiaries and any Buyer, or any instruments any Buyer received from the Company and/or any of its Subsidiaries
prior to the date hereof, and all such agreements and instruments shall continue in full force and effect. Except as specifically
set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with
respect to such matters. For clarification purposes, the Recitals are part of this Agreement. Provisions of this Agreement may
be amended only with the written consent of the Company and the Required Significant Buyers, and any amendment of any provision
of this Agreement made in conformity with the provisions of this Section 9(e) shall be binding upon each Buyer and the Company,
provided that no such amendment shall be effective to the extent that it (1) applies to less than all of the Buyers, (2) imposes
any monetary obligation or liability, or material obligation or liability, on any Buyer without such Buyer’s prior written
consent (which may be granted or withheld in such Buyer’s sole discretion) or (3) applies retroactively. No waiver shall
be effective unless it is in writing and signed by an authorized representative of the waiving party, provided that the Required
Significant Buyers (in one or more writings signed by all of the Required Significant Buyers) may waive any provision of this
Agreement, and any waiver of any provision of this Agreement made in conformity with the provisions of this Section 9(e) shall
be binding on each Buyer, provided that no such waiver shall be effective to the extent that it (1) applies to less than all the
Buyers (unless a party gives a waiver as to itself only) or (2) imposes any monetary obligation or liability, or material obligation
or liability, on any Buyer without such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s
sole discretion). No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any
provision of any of the Transaction Documents unless the same consideration also is offered to all of the parties to the Transaction
Documents, all holders of Common Shares or all holders of the Warrants (as the case may be). The Company has not, directly or
indirectly, made any agreements with any Buyers relating to the terms or conditions of the transactions contemplated by the Transaction
Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the Company confirms that, except
as set forth in this Agreement, no Buyer has made any commitment or promise or has any other obligation to provide any financing
to the Company, any Subsidiary or otherwise. As a material inducement for each Buyer to enter into this Agreement, the Company
expressly acknowledges and agrees that (i) no due diligence or other investigation or inquiry conducted by a Buyer, any of its
advisors or any of its representatives shall affect such Buyer’s right to rely on, or shall modify or qualify in any manner
or be an exception to any of, the Company’s representations and warranties contained in this Agreement or any other Transaction
Document and (ii) unless a provision of this Agreement or any other Transaction Document is expressly preceded by the phrase “except
as disclosed in the SEC Documents,” nothing contained in any of the SEC Documents shall affect such Buyer’s right
to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s representations and warranties
contained in this Agreement or any other Transaction Document. “Significant Buyers” means (as applicable) (x)
for purposes of Section 4(o) hereof, collectively, (i) each Buyer whose Purchase Price is equal to or exceeds $250,000 and (ii)
Pyramid Trading, L.P. (“Pyramid”) for so long as Cranshire Capital Advisors, LLC remains its investment manager
with respect to its Securities and (y) for all purposes of this Agreement (other than Section 4(o) hereof), collectively, each
Buyer whose Purchase Price is equal to or exceeds $250,000, provided that for purposes of this clause (y) Cranshire’s Purchase
Price shall be deemed to also include the aggregate Purchase Price paid by Pyramid (each of the foregoing is referred to herein
as a “Significant Buyer”). “Required Significant Buyers” means Significant Buyers whose
aggregate Purchase Prices equal at least 80% of the aggregate Purchase Prices of all the Significant Buyers.


 


(f)          Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must
be in writing and will be deemed to have been delivered: (i) upon receipt, if delivered personally; (ii) when sent, if sent by
facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party);
(iii) when sent, if sent by e-mail (provided that such sent e-mail is kept on file (whether electronically or otherwise) by the
sending party and the sending party does not receive an automatically generated message from the recipient’s e-mail server
that such e-mail could not be delivered to such recipient) and (iv) if sent by overnight courier service, one (1) Business Day
after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party
to receive the same. The addresses, facsimile numbers and e-mail addresses for such communications shall be:


 



    	36



    	 



    

 


If to the Company:


 


LightPath Technologies,
Inc.


2603 Challenger Tech.
Court, Suite 100


Orlando, Florida 32826


Facsimile: (407)
382-4007


E-mail address: jgaynor@lightpath.com


Attention: Chief Executive Officer


 


With a copy (for informational
purposes only) to:


 


Baker & Hostetler
LLP


200 S. Orange Ave., Suite
2300


Orlando, Florida 32801


Facsimile: (407)
841-0168


E-mail address: jdecker@bakerlaw.com


Attention: Jeffrey
E. Decker, Esq.


 


If to the Transfer Agent:


 


Registrar and Transfer
Company


10 Commerce Drive


Cranford, New Jersey
07016


Facsimile: (908)
497-2310


E-mail address: drillera@rtco.com


Attention: David
Rillera


 


If to a Buyer, to its address and facsimile
number set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth on the Schedule of
Buyers,


 


with a copy (for informational
purposes only) to:


 


Greenberg Traurig, LLP

77 W. Wacker Drive, Suite 3100

Chicago, Illinois 60601

Facsimile: (312) 456-8435


E-mail addresses: liebermanp@gtlaw.com


                             mazurt@gtlaw.com


Attention: Peter H. Lieberman,
Esq.


                Todd
A. Mazur, Esq.


 



    	37



    	 



    

 


or to such other address, facsimile number
or e-mail address and/or to the attention of such other Person as the recipient party has specified by written notice given to
each other party five (5) days prior to the effectiveness of such change, provided that Greenberg Traurig, LLP shall only be provided
copies of notices sent to Cranshire. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver
or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time,
date and recipient facsimile number or (C) provided by an overnight courier service shall be rebuttable evidence of personal service,
receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iv) above, respectively.
A copy of the e-mail transmission containing the time, date and recipient e-mail address shall be rebuttable evidence of receipt
by e-mail in accordance with clause (iii) above.


 


(g)          Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns, including, as contemplated below, any assignee or transferee of any of the Securities. The Company shall not assign
this Agreement or any rights or obligations hereunder without the prior written consent of the Required Significant Buyers (which
may be granted or withheld in the sole discretion of the Required Significant Buyers), including, without limitation, by way of
a Fundamental Transaction (as defined in the Warrants) (unless the Company is in compliance with the applicable provisions governing
Fundamental Transactions set forth in the Warrants). A Buyer may assign some or all of its rights hereunder in connection with
any permitted assignment or transfer of any of its Securities without the consent of the Company, in which event such assignee
or transferee (as the case may be) shall be deemed to be a Buyer hereunder with respect to such assigned rights.


 


(h)          No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, other than
the Indemnitees referred to in Section 9(k).


 


(i)          Survival.
The representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible only for
its own representations, warranties, agreements and covenants hereunder.


 


(j)          Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 



    	38



    	 



    

 


(k)          Indemnification.
In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder
and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect,
indemnify and hold harmless each Buyer and each holder of any Securities and all of their stockholders, partners, members, officers,
directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives
(including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively,
the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties,
fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to
the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the
“Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (a)
any misrepresentation or breach of any representation or warranty made by the Company in any of the Transaction Documents, (b)
any breach of any covenant, agreement or obligation of the Company contained in any of the Transaction Documents or (c) any cause
of action, suit, proceeding or claim brought or made against such Indemnitee by a third party (including for these purposes a
derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arises
out of or results from (i) the execution, delivery, performance or enforcement of any of the Transaction Documents, (ii) any transaction
financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (iii)
any disclosure properly made by such Buyer pursuant to Section 4(i), or (iv) the status of such Buyer or holder of the Securities
either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to this
Agreement (including, without limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other
equitable relief). To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company
shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible
under applicable law. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations
under this Section 9(k) shall be the same as those set forth in Section 6 of the Registration Rights Agreement.


 


(l)          Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and
no rules of strict construction will be applied against any party. No specific representation or warranty shall limit the generality
or applicability of a more general representation or warranty. Each and every reference to share prices, shares of Common Stock
and any other numbers in this Agreement that relate to the Common Stock shall be automatically adjusted for stock splits, stock
combinations and other similar transactions that occur with respect to the Common Stock after the date of this Agreement.


 


(m)         Remedies.
Each Buyer and each holder of any Securities shall have all rights and remedies set forth in the Transaction Documents and all
rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights
which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to
enforce such rights specifically (without posting a bond or other security, to the extent permitted by law), to recover damages
by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company
recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations under the Transaction
Documents, any remedy at law may prove to be inadequate relief to the Buyers. The Company therefore agrees that the Buyers shall
be entitled to seek specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief from
any court of competent jurisdiction in any such case without the necessity of proving actual damages and without posting a bond
or other security.


 



    	39



    	 



    

 


(n)          Withdrawal
Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction
Documents, whenever any Buyer 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 Buyer 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.


 


(o)          Payment
Set Aside; Currency. To the extent that the Company makes a payment or payments to any Buyer hereunder or pursuant to any
of the other Transaction Documents or any of the Buyers enforce or exercise their rights hereunder or 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, foreign, 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. Until none of the Warrants are outstanding, the Company shall not effect any stock combination,
reverse stock split or other similar transaction (or make any public announcement or disclosure with respect to any of the foregoing)
without the prior written consent of the Required Significant Buyers (which may be granted or withheld in the sole discretion
of the Required Significant Buyers). Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement and
the other Transaction Documents are in United States Dollars (“U.S. Dollars”), and all amounts owing under
this Agreement and all other Transaction Documents shall be paid in U.S. Dollars. All amounts denominated in other currencies
(if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation.
“Exchange Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to
this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation.


 


(p)          Independent
Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under the Transaction Documents are several
and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the
obligations of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document,
and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges
that the Buyers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or
create a presumption that the Buyers are in any way acting in concert or as a group or entity with respect to such obligations
or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Buyers are
not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the
transactions contemplated by the Transaction Documents. The decision of each Buyer to purchase Securities pursuant to the Transaction
Documents has been made by such Buyer independently of any other Buyer. Each Buyer acknowledges that no other Buyer has acted
as agent for such Buyer in connection with such Buyer making its investment hereunder and that no other Buyer will be acting as
agent of such Buyer in connection with monitoring such Buyer’s investment in the Securities or enforcing its rights under
the Transaction Documents. The Company and each Buyer confirms that each Buyer has independently participated with the Company
in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Buyer shall be
entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement
or out of any other Transaction Documents, and it shall not be necessary for any other Buyer to be joined as an additional party
in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated
hereby was solely in the control of the Company, not the action or decision of any Buyer, and was done solely for the convenience
of the Company and not because it was required or requested to do so by any Buyer. 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 Buyer, solely,
and not between the Company and the Buyers collectively and not between and among the Buyers.


 


[signature pages follow]


 



    	40



    	 



    

 


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	COMPANY:
	 	 
	 	LIGHTPATH TECHNOLOGIES, INC.
	 	 
	 	By:	/s/
    J. James Gaynor	 
	 	 	J. James Gaynor
	 	 	Chief Executive Officer


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	BUYER:
	 	 
	 	CRANSHIRE CAPITAL MASTER FUND, 
 LTD.
	 	 
	 	By:	Cranshire Capital Advisors, LLC
	 	Its:	Investment Manager
	 	 	 
	 	/s/ Keith A. Goodman
	 	By:	Keith A. Goodman
	 	Its:	Authorized Signatory


 


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	BUYER:	 
	 	 	 
	 	PYRAMID TRADING, L.P.	 
	 	 	 
	 	/s/ Keith A. Goodman	 
	 	By:	Keith A. Goodman	 
	 	Its:	Authorized Signatory	 



    	 



    	 



    

 


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	BUYER:
	 	 
	 	/s/ Brett A. Moyer	 
	 	Brett A. Moyer


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	BUYER:
	 	 
	 	/s/ Ami Silberman	 
	 	Ami Silberman


 


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	BUYER:	 
	 	 	 
	 	/s/ David Diamant	 
	 	David Diamant	 
	 	 	 
	 	/s/ Ronni Diamant	 
	 	Ronni Diamant	 


 


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	BUYER:	 
	 	 	 
	 	THE BART MARCY TRUST	 
	 	 	 
	 	/s/ Barton C. Marcy	 
	 	By:	Barton C. Marcy	 
	 	Its:	Trustee	 



    	 



    	 



    

 


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	BUYER:	 
	 	 	 
	 	DYETT-RICHARDSON FAMILY TRUST	 
	 	 	 
	 	/s/ Michael Dyett	 
	 	By:	Michael Dyett	 
	 	Its:	Trustee	 


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	BUYER:	 
	 	 	 
	 	/s/ Lester B. Boelter	 
	 	Lester B. Boelter	 


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	BUYER:	 
	 	 	 
	 	/s/ Richard Straeter	 
	 	Richard Straeter	 


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	BUYER:	 
	 	 	 
	 	/s/ Raymond Smullyan	 
	 	Raymond Smullyan	 


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	BUYER:	 
	 	 	 
	 	/s/ Mark Grinbaum	 
	 	Mark Grinbaum	 


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	BUYER:	 
	 	 	 
	 	/s/ William S. Lapp	 
	 	William S. Lapp	 



    	 



    	 



    

 


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	BUYER:	 
	 	 	 
	 	/s/ Eric Handorf	 
	 	Eric Handorf	 



    	 



    	 



    

 


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	BUYER:	 
	 	 	 
	 	SHADOW CAPITAL LLC	 
	 	 	 
	 	/s/ B. Kent Garlinghouse	 
	 	By:	B. Kent Garlinghouse	 
	 	Its:	Manager	 



    	 



    	 



    

 


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	BUYER:	 
	 	 	 
	 	/s/ Richard J. Lemming	 
	 	Richard J. Lemming	 
	 	 	 
	 	/s/ Emily M. Lemming	 
	 	Emily M. Lemming	 


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	BUYER:	 
	 	 	 
	 	OCTAGON CAPITAL PARTNERS	 
	 	 	 
	 	/s/ Steven Hart	 
	 	By:	Steven Hart	 
	 	Its:	General Partner	 



    	 



    	 



    

 


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	BUYER:	 
	 	 	 
	 	SCHOTTENSTEIN CAPITAL 

PARTNERS, LP	 
	 	 	 
	 	/s/ Gary L. Schottenstein	 
	 	By:	Gary L. Schottenstein	 
	 	Its:	General Partner	 



    	 



    	 



    

 


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	BUYER:	 
	 	 	 
	 	NEXT VIEW CAPITAL LP	 
	 	 	 
	 	/s/ Stewart Flink	 
	 	By:	Stewart Flink	 
	 	Its:	Manager	 



    	 



    	 



    

 


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	BUYER:	 
	 	 	 
	 	/s/ Nicholas Carosi III	 
	 	Nicholas Carosi III