Securities Purchase Agreement



 EXHIBIT 10.1 
 SECURITIES PURCHASE AGREEMENT 
 This Securities Purchase Agreement (this
“Agreement”) is dated as of May 4, 2012, between SCOLR Pharma, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and
assigns, a “Purchaser” and collectively, the “Purchasers”). 
 WHEREAS, in June 2011, the
Company issued an aggregate original principal amount of $1,195,200 of its 8% Senior Secured Convertible Debentures due 2013 (the “Original Debentures”) pursuant to a Securities Purchase Agreement among the Company and the
purchasers of the Original Debentures named therein (the “Original Purchase Agreement”); 
 WHEREAS, as of the
date hereof, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company
desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement; 

WHEREAS, this Agreement contains certain representations, agreements and covenants with which the Company may currently be in default, or
with which the Company may be unable to comply for the foreseeable future; and 
 WHEREAS, as a condition to the issuance of the
Securities hereunder, such breaches and events of defaults have been waived as they may apply to the Securities issued hereunder and to the Original Debentures, all in accordance with the terms of that certain Consent, Waiver and Forbearance
Agreement dated on or about the date hereof (“Consent Agreement”), which is expressly incorporated in and made a part hereof. 
 NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company
and each Purchaser agree as follows: 
 ARTICLE I. 
 DEFINITIONS 
 1.1 Definitions. In addition to the terms defined
elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Debentures (as defined herein), and (b) the following terms have the meanings set forth in this
Section 1.1: 
 “Acquiring Person” shall have the meaning ascribed to such term in
Section 4.7. 
 “Action” shall have the meaning ascribed to such term in
Section 3.1(i). 







 “Affiliate” means any Person that, directly or indirectly
through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. 

“Board of Directors” means the board of directors of the Company. 

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in
the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. 
 “Closing” means the closing of the purchase and sale of the Securities pursuant to Section 2.1. 

“Closing Date” means the first Trading Day on which all of the Transaction Documents have been executed
and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s obligations to deliver the Securities, in each case, have been
satisfied or waived, but in no event later than the third Trading Day following the date hereof. 

“Commission” means the United States Securities and Exchange Commission. 

“Common Stock” means the common stock of the Company, par value $0.001 per share, and any other class of
securities into which such securities may hereafter be reclassified or changed. 
 “Common Stock
Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. 
 “Consent Agreement” shall have the meaning ascribed to such term in the recitals. 
 “Conversion Price” shall have the meaning ascribed to such term in the Debentures. 
 “Debentures” means the 8% Senior Secured Convertible Debentures due, subject to the terms therein, June 30, 2013, issued by the Company to the Purchasers hereunder, in the form of
Exhibit A attached hereto. 
 “Disclosure Schedules” shall have the meaning ascribed to
such term in Section 3.1. 
 “Effective Date” means the earliest of the date that
(a) the Common Stock has been registered with the Commission pursuant to a registration statement, (b) all of the 







 
Securities have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under
Rule 144 and without volume or manner-of-sale restrictions or (c) following the one year anniversary of the Closing Date provided that a holder of Securities is not an Affiliate of the Company, all of the Securities may be sold pursuant to an
exemption from registration under Section 4(1) of the Securities Act without volume or manner-of-sale restrictions and the Company’s counsel has delivered to such holders a standing written unqualified opinion that resales may then be made
by such holders of the Securities pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders. 
 “Escrow Agent” means CSC Trust Company, with offices at Little Falls Centre One, 2711 Centerville Road, Wilmington, Delaware 19808. 

“Escrow Agreement” means the escrow agreement entered into prior to the date hereof, by and among the
Company, the Escrow Agent and Taglich Brothers Inc. pursuant to which certain Purchasers, as instructed by the Company and Taglich Brothers Inc., shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated
hereunder. 
 “Evaluation Date” shall have the meaning ascribed to such term in
Section 3.1(q). 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder. 
 “Exempt Issuance” means the issuance of
(a) shares of Common Stock or options to employees, officers, directors, consultants and advisors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of
Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or
convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise
price, exchange price or conversion price of such securities other than as required by the terms thereof as in effect on the date hereof, (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the
disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business
synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of
raising capital or to an entity whose primary business is investing in securities; and (d) with the prior written consent of Taglich Brothers, Inc., up to an amount of Debentures equal to the difference between $1,350,000 and the aggregate
Subscription Amounts hereunder, on the same terms and conditions 







 
and prices as hereunder, with investors executing definitive agreements for the purchase of such securities and such transactions having closed on or before the Termination Date. 

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended. 

“FDA” shall have the meaning ascribed to such term in Section 3.1(jj). 

“FDCA” shall have the meaning ascribed to such term in Section 3.1(jj). 

“GAAP” shall have the meaning ascribed to such term in Section 3.1(g). 

“Indebtedness” shall have the meaning ascribed to such term in Section 3.1(z). 

“Intellectual Property Rights” shall have the meaning ascribed to such term in Section 3.1(n).

 “Joinder” shall have Joinder to Security Agreement, dated as of the date hereof, executed by
the Purchasers. 
 “Legend Removal Date” shall have the meaning ascribed to such term in
Section 4.1(c). 
 “Liens” means a lien, charge, pledge, security interest, encumbrance,
right of first refusal, preemptive right or other restriction. 
 “Material Adverse Effect”
shall have the meaning assigned to such term in Section 3.1(a). 
 “Material Permits” shall
have the meaning ascribed to such term in Section 3.1(l). 
 “Maximum Rate” shall have the
meaning ascribed to such term in Section 5.17. 
 “Participation Maximum” shall have the
meaning ascribed to such term in Section 4.12(a). 
 “Person” means an individual or
corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. 

“Pharmaceutical Product” shall have the meaning ascribed to such term in Section 3.1(jj).

 “Pre-Notice” shall have the meaning ascribed to such term in Section 4.12(b).

 “Pro Rata Portion” shall have the meaning ascribed to such term in Section 4.12(e).








 “Proceeding” means an action, claim, suit, investigation or
proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened. 
 “Public Information Failure” shall have the meaning ascribed to such term in Section 4.3(b). 
 “Public Information Failure Payments” shall have the meaning ascribed to such term in Section 4.3(b). 

“Purchaser Party” shall have the meaning ascribed to such term in Section 4.10. 

“Original Debentures” shall have the meaning ascribed to such term in the Recitals. 

“Original Purchase Agreement” shall have the meaning ascribed to such term in the Recitals. 

“Required Approvals” shall have the meaning ascribed to such term in Section 3.1(d). 

“Required Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then
issued or potentially issuable in the future pursuant to the Transaction Documents, including any Underlying Shares issuable upon conversion in full of all Debentures, ignoring any conversion limits set forth therein, and assuming that the
Conversion Price is at all times on and after the date of determination 75% of the then Conversion Price on the Trading Day immediately prior to the date of determination. 

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule. 
 “SEC Reports” shall have the meaning ascribed to such term in Section 3.1(g). 
 “Securities” means the Debentures and the Underlying Shares. 
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 

“Security Agreement” means the Security Agreement, dated June 16, 2011, among the Company, the
Original Debenture Holders and the Agent (as defined therein), in the form of Exhibit B attached hereto, as supplemented by the Joinder. 
 “Security Documents” shall mean the Security Agreement and any other documents and filing required thereunder in order to grant the Purchasers a first priority security interest in the
assets of the Company and the Subsidiaries as provided in the Security Agreement, including all UCC-1 filing receipts. 







 “Short Sales” means all “short sales” as defined
in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).
 “Subscription Amount” means, as to each Purchaser, the aggregate amount to be paid for Debentures purchased hereunder as specified below such Purchaser’s name on the signature page
of this Agreement and next to the heading “Subscription Amount,” in United States dollars and in immediately available funds. 
 “Subsequent Closing” shall have the meaning ascribed to such term in Section 2.1. 
 “Subsequent Financing” shall have the meaning ascribed to such term in Section 4.12(a). 
 “Subsequent Financing Notice” shall have the meaning ascribed to such term in Section 4.12(b). 

“Termination Date” shall have the meaning ascribed to such term in Section 5.1. 

“Trading Day” means a day on which the principal Trading Market is open for trading. 

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or
quoted for trading on the date in question: the NYSE AMEX, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing).

 “Transaction Documents” means this Agreement, the Debentures, the Security Agreement, the
Joinder, the Consent Agreement, the Escrow Agreement, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder. 

Transfer Agent” means OTR, Inc., the current transfer agent of the Company, with a mailing address of 1001 SW
Fifth Avenue, Suite 1550, Portland, Oregon 97204-1143 and a facsimile number of (503) 273-9168, and any successor transfer agent of the Company. 
 “Underlying Shares” means the shares of Common Stock issued and issuable upon conversion or redemption of the Debentures. 

“Variable Rate Transaction” shall have the meaning ascribed to such term in Section 4.13.








 ARTICLE II. 
 PURCHASE AND SALE 
 2.1 Closing. On the Closing Date, upon the terms
and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an
aggregate of $1,350,000 in principal amount of the Debentures. Each Purchaser shall deliver to the Escrow Agent, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on
the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Debenture, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth
in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Taglich Brothers, Inc. or such other location as the parties shall
mutually agree. Notwithstanding anything in this Section to the contrary, in connection with any Debentures issued after the Closing Date that constitute an Exempt Issuance (a “Subsequent Closing”) and dated as of the date of such
Subsequent Closing, the Purchasers will be required only to deliver counterpart signature pages to this Agreement and to the Security Agreement, along with funds equal to the applicable Subscription Amount, whereupon the Company will be required to
deliver only a Debenture registered in the name of such Purchaser. At such time such additional purchaser shall be deemed a “Purchaser” hereunder and a “Secured Party” under the Security Agreement. 

2.2 Deliveries. 
 (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: 

(i) this Agreement duly executed by the Company; 

(ii) a Debenture with a principal amount equal to such Purchaser’s Subscription Amount, registered in the name of
such Purchaser. 
 (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to
the Company or the Escrow Agent, as applicable, the following: 
 (i) this Agreement duly executed by such
Purchaser; 
 (ii) to Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account
specified in the Escrow Agreement; 
 (iii) the Joinder duly executed by such Purchaser; and 

(iv) the Consent Agreement duly executed by such Purchaser. 







 2.3 Closing Conditions. 

(a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being
met: 
 (i) the accuracy in all material respects on the Closing Date of the representations and warranties of
the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); 
 (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; 

(iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement; and 

(iv) the delivery duly executed counterpart signature pages to the Consent Agreement by the holders of at least 66.7% of
the outstanding principal amount of the Original Debentures 
 (b) The respective obligations of the Purchasers
hereunder in connection with the Closing are subject to the following conditions being met: 
 (i) the accuracy
in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); 

(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date
shall have been performed; 
 (iii) the delivery by the Company of the items set forth in Section 2.2(a) of
this Agreement; 
 (iv) there shall have been no Material Adverse Effect with respect to the Company since the
date hereof; and 
 (v) from the date hereof to the Closing Date, trading in securities generally as reported by
Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by
the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any
financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing. 







 ARTICLE III. 
 REPRESENTATIONS AND WARRANTIES 
 3.1 Representations and Warranties of
the Company. Except as set forth in the SEC Reports, Confidential Private Placement Memorandum related to the Offering, or the Disclosure Schedules, which shall be deemed a part hereof and with the SEC Reports shall qualify any representation or
otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, or in the SEC Reports or Confidential Private Placement Memorandum, the Company hereby makes the following representations and
warranties to each Purchaser as of the Closing Date. The representations and warranties are made with the express acknowledgement by each Purchaser that such representations and warranties are made expressly subject to the Consent Agreement and
should not be considered representative of the state of the Company’s business or securities, only the SEC Reports and the Confidential Private Placement Memorandum should be relied upon by Purchasers for such purposes: 

(a) Organization and Qualification. The Company is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company
is neither in violation nor default of any of the provisions of its certificate or articles of incorporation, bylaws or other organizational or charter documents. The Company is duly qualified to conduct business and is in good standing as a foreign
corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not
have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or
condition (financial or otherwise) of the Company, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of
(i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

 (b) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter
into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the
other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company,
the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery
will 







 
have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’
rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law. 
 (c) No Conflicts. The execution, delivery and performance by the Company of this Agreement and the
other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the
Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under,
result in the creation of any Lien upon any of the properties or assets of the Company other than as contemplated by the Transaction Documents, or give to others any rights of termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or
affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is
subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected
to result in a Material Adverse Effect. 
 (d) Filings, Consents and Approvals. The Company is not
required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the
execution, delivery and performance by the Company of the Transaction Documents, which has not been obtained, given or made, or which shall not be obtained, given or made prior to the Closing, other than: (i) the filings required pursuant to
Section 4.6 of this Agreement, and (ii) the filing of Form D with the Commission and such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”). 

(e) Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with
the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Underlying
Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for








 
in the Transaction Documents. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the
Required Minimum on the date hereof. 
 (f) Capitalization. The capitalization of the Company is as set
forth on Schedule 3.1(f), which Schedule 3.1(f) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock
since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the
Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first
refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities, there are no outstanding options,
warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or
acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities
will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and, other than as set forth on Schedule 3.1(f), will not result in a right of any holder of Company securities to
adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance
with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the
Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a
party or, to the knowledge of the Company, between or among any of the Company’s stockholders. 
 (g) SEC
Reports; Financial Statements. Other than as contemplated by the Consent Agreement, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange
Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the
exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC
Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the 







 
requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, 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. The Company has never been an issuer subject to Rule 144(i) under the Securities
Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing
except as set forth on Schedule 3.1(g). Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved
(“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material
respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal,
year-end audit adjustments, which are not expected to be material. 
 (h) Material Changes; Undisclosed
Events, Liabilities or Developments. Except as set forth on Schedule 3.1(h) or as described in the SEC Reports of Confidential Private Placement Memorandum, since the date of the latest audited financial statements included within the SEC
Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse
Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not
required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made
any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any
officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities
contemplated by this Agreement or as set forth on Schedule 3.1(h), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its
Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that
has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made. 
 (i)
Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, or any of its properties before or by any court,
arbitrator, 







 
governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or
challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the
Company nor any director or officer, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of
the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the
effectiveness of any registration statement filed by the Company under the Exchange Act or the Securities Act. 

(j) Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any
of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s employees is a member of a union that relates to such employee’s relationship with the Company, and the
Company is not a party to a collective bargaining agreement, and the Company and believes that is relationships with its employees are good. To the knowledge of the Company, no executive officer of the Company, is, or is now expected to be, in
violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and
the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing matters. The Company is in compliance with all U.S. federal, state, local and foreign laws and regulations
relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. 
 (k) Compliance. Other than with respect to matters waived pursuant to the Consent Agreement,
the Company: (i) is not in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company), nor has the Company received notice of a
claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or
violation has been waived), (ii) is not in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is not or has not been in violation of any statute, rule, ordinance or regulation of
any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in
each case as could not have or reasonably be expected to result in a Material Adverse Effect. 







 (l) Regulatory Permits. The Company possess all certificates,
authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct its business as described in the SEC Reports, except where the failure to possess such permits could not reasonably be
expected to result in a Material Adverse Effect (“Material Permits”), and the Company has not received any notice of proceedings relating to the revocation or modification of any Material Permit. 

(m) Title to Assets. The Company has good and marketable title in fee simple to all real property owned by it and
good and marketable title in all personal property owned by it that is material to the business of the Company, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not
materially interfere with the use made and proposed to be made of such property by the Company and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and,
the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company are held by it under valid, subsisting and enforceable leases with which the Company is in compliance. 

(n) Intellectual Property. The Company has, or has rights to use, all patents, patent applications, trademarks,
trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary or required for use in connection with its
business and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). The Company has not received a notice (written or otherwise) that any of, the Intellectual Property
Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. The Company has not received, since the date of the latest audited financial
statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not
have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company has taken
reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. 
 (o) Insurance. The Company is insured by insurers of recognized financial responsibility
against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company is engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription
Amount. The Company does not have any reason to believe that it will not be able 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 without a significant increase in cost. 







 (p) Transactions With Affiliates and Employees. Except as set forth
in the SEC Reports, none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company (other than for services as employees, officers
and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from providing for the borrowing of money from or lending of money to,
or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee,
stockholder, member or partner, in each case in excess of $120,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other
employee benefits, including stock option agreements under any stock option plan of the Company. 
 (q)
Sarbanes-Oxley; Internal Accounting Controls. Other than as effected by the matters waived pursuant to the Consent Agreement, the Company is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are
effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. Other than the material weakness identified by the
Company in its Annual Report for the fiscal year ending December 31, 2010, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with
management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is
permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to
any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be
disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers
have evaluated the effectiveness of the disclosure controls and procedures of the Company as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The
Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date.
Other than as identified in the most recently filed periodic report under the Exchange Act, since the Evaluation Date, there has been no change in the internal control over financial reporting (as such term is defined in the Exchange Act) that has
materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company. 







 (r) Certain Fees. Other than Taglich Brothers, Inc., no brokerage or
finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction
Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions
contemplated by the Transaction Documents. 
 (s) Private Placement. Assuming the accuracy of the
Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and
sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market. 
 (t)
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company
Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended. 

(u) Registration Rights. Except as set forth on Schedule 3.1(u), no Person has any right to cause the
Company to effect the registration under the Securities Act of any securities of the Company. 
 (v) Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and other than with respect to matters waived pursuant to the Consent Agreement,the Company has taken no action designed
to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.
Other than in connection with the Company’s removal from the NYSE Amex Exchange, the Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted
to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all
such listing and maintenance requirements. 
 (w) Application of Takeover Protections. The Company and the
Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover
provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the








 
Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the
Securities and the Purchasers’ ownership of the Securities. 
 (x) Disclosure. Except with respect to
the material terms and conditions of the transactions contemplated by the Transaction Documents and otherwise as set forth in the Disclosure Schedules, the Company confirms that neither it nor any other Person acting on its behalf has provided any
of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchasers will rely on the foregoing representation
in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company, its businesses and the transactions contemplated hereby, including the Disclosure
Schedules to this Agreement, is true and correct 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 light of the circumstances under which they
were made, not misleading. As of the respective dates, the press releases disseminated by the Company during the twelve months preceding the date of this Agreement, taken as a whole, together with the SEC Reports, did not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company
acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof. 

(y) No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth
in Section 3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances
that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any such securities under the Securities Act, or (ii) any
applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated. 
 (z) Indebtedness. Schedule 3.1(z) sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company, or for which the Company has commitments. For the
purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all
guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by
endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in
accordance with GAAP. The Company is not in default with respect to any Indebtedness. 







 (aa) Tax Status. Except as set forth on Schedule 3.1(aa) and
for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income
and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or
determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or
declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of any basis for any such claim. 

(bb) No General Solicitation. Neither the Company nor, to the Company’s knowledge, any person acting on behalf
of the Company has offered or sold any of the Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers and certain other “accredited investors” within the
meaning of Rule 501 under the Securities Act. 
 (cc) Foreign Corrupt Practices. Neither the Company, nor,
to the knowledge of the Company, any agent or other person acting on behalf of the Company, has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or
domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any
contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of law or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as
amended. 
 (dd) Accountants. The Company’s accounting firm is set forth on Schedule 3.1(dd)
of the Disclosure Schedules. To the knowledge and belief of the Company, such accounting firm is a registered public accounting firm as required by the Exchange Act. 

(ee) Seniority. As of the Closing Date, no Indebtedness or other claim against the Company is senior to the
Debentures in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby),
capital lease obligations (which is senior only as to the property covered thereby) and obligations to the Company’s employees under applicable statutory payroll requirements. 







 (ff) No Disagreements with Accountants and Lawyers. There are no
disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees
owed to its accountants and lawyers which could affect the Company’s ability to perform any of its obligations under any of the Transaction Documents. 
 (gg) Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length
purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect
to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby
is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the
independent evaluation of the transactions contemplated hereby by the Company and its representatives. 
 (hh)
Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.15 hereof), it is understood and acknowledged by the Company that:
(i) none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued
by the Company or to hold the Securities for any specified term, (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or
after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative” transactions to
which any such Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length
counter-party in any “derivative” transaction. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents. The Company further understands and acknowledges that
(y) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Underlying Shares deliverable with
respect to Securities are being determined, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being
conducted. 
 (ii) Regulation M Compliance. The Company has not, and to its knowledge no one acting
on its behalf has, (i) taken, directly or indirectly, any action designed to 







 
cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased,
or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of
clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the placement of the Securities. 
 (jj) FDA. As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under the Federal Food, Drug and Cosmetic Act, as amended, and the
regulations thereunder (“FDCA”) that is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “Pharmaceutical Product”), such
Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed by the Company in compliance with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration,
investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices, good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports,
except where the failure to be in compliance would not have a Material Adverse Effect. There is no pending, completed or, to the Company’s knowledge, threatened, action (including any lawsuit, arbitration, or legal or administrative or
regulatory proceeding, charge, complaint, or investigation) against the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has received any notice, warning letter or other communication from the FDA or any other
governmental entity, which (i) contests the premarket clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any
Pharmaceutical Product, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials relating to, any Pharmaceutical Product,
(iii) imposes a clinical hold on any clinical investigation by the Company or any of its Subsidiaries, (iv) enjoins production at any facility of the Company or any of its Subsidiaries, (v) enters or proposes to enter into a consent
decree of permanent injunction with the Company or any of its Subsidiaries, or (vi) otherwise alleges any violation of any laws, rules or regulations by the Company or any of its Subsidiaries, and which, either individually or in the aggregate,
would have a Material Adverse Effect. The properties, business and operations of the Company have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of the FDA. The Company has
not been informed by the FDA that the FDA will prohibit the marketing, sale, license or use in the United States of any product proposed to be developed, produced or marketed by the Company nor, except as set forth on Schedule 3.1(jj), has
the FDA expressed any concern as to approving or clearing for marketing any product being developed or proposed to be developed by the Company. 
 (kk) Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with the terms of the








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

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

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

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

(oo) Money Laundering. The operations of the Company are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the
“Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the
knowledge of the Company, threatened. 
 3.2 Representations and Warranties of the Purchasers. Each Purchaser, for itself
and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein): 

(a) Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full individual right, or 







 
corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry
out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary
corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which such Purchaser is a party has been duly executed by such Purchaser, and when delivered by such
Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and
applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. 
 (b) Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law
and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present
intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution
of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in
compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. 
 (c) Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it converts any Debentures it will be either:
(i) an “accredited investor” as defined in Rule 501 under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered
as a broker-dealer under Section 15 of the Exchange Act. 
 (d) Experience of Such Purchaser. Such
Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,
and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. 

(e) General Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement,
article, notice or other communication regarding the 







 
Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

 (f) Certain Transactions and Confidentiality. Other than consummating the transactions contemplated
hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company
during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder
and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets
and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion
of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement, such Purchaser has maintained the confidentiality of all
disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or
preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future. 

The Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s right
to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection
with this Agreement or the consummation of the transaction contemplated hereby. 
 ARTICLE IV. 

OTHER AGREEMENTS OF THE PARTIES 
 4.1 Transfer Restrictions. 
 (a) The Securities may only be
disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, if available, to the Company or to an Affiliate of a Purchaser or
in connection with a pledge as contemplated in Section 4.1(b), the Company may, before effecting such transfer on its books and records, require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor
and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities
Act. As a 







 
condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under this Agreement.

 (b) The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on
any of the Securities in substantially the following form: 
 [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS
SECURITY IS CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. 

The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to 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 Securities Act and who agrees to be bound by the
provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the
Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will
execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities. 

(c) Certificates evidencing the Underlying Shares shall not contain any legend (including the legend set forth in
Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such
Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such 







 
Underlying Shares and without volume or manner-of-sale restrictions or (iv) the securities are no longer “restricted securities” under applicable requirements of the Securities
Act. The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder. If all or any portion of a Debenture is
converted at a time when there is an effective registration statement to cover the resale of the Underlying Shares, or if such Underlying Shares may be sold under Rule 144 and the Company is then in compliance with the current public information
required under Rule 144, or if such Underlying Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume
or manner-of-sale restrictions or if the securities are no longer “restricted securities,” then such Underlying Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend
is no longer required under this Section 4.1(c), it will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a
restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may
not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted
by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser. 

(d) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will
sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement,
they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 4.1 is predicated upon the
Company’s reliance upon this understanding. 
 4.2 Acknowledgment of Dilution. The Company acknowledges that the
issuance of the Securities may result in substantial dilution of the outstanding shares of Common Stock. The Company further acknowledges that its obligations under the Transaction Documents, including, without limitation, its obligation to issue
the Underlying Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have
against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company. 
 4.3 Furnishing of Information; Public Information. 
 (a)
Subject to the Consent Agreement, if the Common Stock is not registered 







 
under Section 12(b) or 12(g) of the Exchange Act on the date hereof, the Company agrees to cause the Common Stock to be registered under Section 12(g) of the Exchange Act on or before
the 60th calendar day following the date hereof. Until the
earliest of the time that no Purchaser owns Securities, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act. 

(b) Subject to the Consent Agreement, at any time during the period commencing from the six (6) month
anniversary of the date hereof and ending at such time that all of the Securities may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if
the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall
pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to two percent (2.0%) of the aggregate Subscription
Amount of such Purchaser’s Securities on the day of a Public Information Failure and on every thirtieth
(30th) day (pro rated for periods totaling less than
thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchasers to transfer the Underlying Shares pursuant to Rule
144. The payments to which a Purchaser shall be entitled pursuant to this Section 4.3(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of
(i) the last day of the calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the
event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein
shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief. 
 4.4 Integration. The Company shall not sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the
Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of
such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction. 
 4.5
Conversion Procedures. The Form of Notice of Conversion included in the Debentures set forth the totality of the procedures required of the Purchasers in order to convert the Debentures. No additional legal opinion, other information or
instructions shall be required of the Purchasers to convert their Debentures. The Company shall honor conversions of the Debentures and shall deliver Underlying Shares in accordance with the terms, conditions and time periods set forth in the
Transaction Documents. 







 4.6 Securities Laws Disclosure; Publicity. The Company shall, by 9:00 a.m. (New York
City time) on the Trading Day immediately following the date hereof, file a Current Report on Form 8-K and press release disclosing the material terms of the transactions contemplated hereby. The Company and each Purchaser shall consult with each
other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of
the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure
is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any
Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except: (a) as required by federal securities law in connection
with the filing of final Transaction Documents (including signature pages thereto) with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations or included in the request of any self-regulatory
agency, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b) to the extent permitted under applicable law or Trading Market regulation. 

4.7 Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other
Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or
hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and
such Purchaser. 
 4.8 Non-Public Information. Except with respect to the material terms and conditions of the
transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf, will provide any Purchaser or its agents or counsel with any information that the Company believes
constitutes material non-public information, unless prior thereto such Purchaser shall have entered into a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each
Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. 
 4.9 Use of
Proceeds. Except as set forth on Schedule 4.9 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of
any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the
settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations. 







 4.10 Indemnification of Purchasers. Subject to the provisions of this
Section 4.10, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser
Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of
investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction
Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the
transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such
Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If
any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the
defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) such employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time
to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in
which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party
effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s
breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.10 shall be made by periodic payments
of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party
against the Company or others under applicable law. 







 4.11 Reservation and Listing of Securities. 

(a) The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the
Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents. 
 (b) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors shall use
commercially reasonable efforts to amend the Company’s certificate or articles of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time, as soon as possible and in
any event not later than the 75th day after such date. 
 4.12 Participation in Future Financing. 

(a) From the date hereof until the date that the Debentures owned by any particular Purchaser are no longer outstanding,
upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), each Purchaser shall have the
right to participate in up to an amount of the Subsequent Financing that permits the Purchaser to own the same percentage of the Company on a fully diluted basis immediately following such Subsequent Financing as the Purchaser owned immediately
preceding such Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. 

(b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to
each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a
“Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such
request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the
Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. 

(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to
the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation,
and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth
(5th) Trading Day, such Purchaser shall be deemed to
have notified the Company that it does not elect to participate. 







 (d) If by 5:30 p.m. (New York City time) on the fifth
(5th ) Trading Day after all of the Purchasers have
received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then
the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. 

(e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the
Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion
(as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and
(y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12 plus the aggregate subscription amounts of investors party to securities purchase
agreement(s) contemplated by clause (d) in the definition of Exempt Issuance that are participating in such Subsequent Financing pursuant to participation rights granted to such investors under such agreements that are substantially similar to
this Section 4.12. 
 (f) The Company must provide the Purchasers with a second Subsequent Financing Notice,
and the Purchasers will again have the right of participation set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such
Subsequent Financing Notice within thirty (30) Trading Days after the date of the initial Subsequent Financing Notice. 
 (g) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock. 

4.13 Subsequent Equity Sales. From the date hereof until such time as no Purchaser holds any of the Debentures, the Company shall
be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration (or a combination of units thereof) involving a Variable
Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to
receive, additional shares of Common Stock either (A) at a conversion price, exercise price 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 debt or equity 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 debt or equity security 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 or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the
Company may sell securities at a future determined price. Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.
Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance. 
 4.14 Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any Person to amend or consent to a waiver or modification
of any provision of any of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents. Further, the Company shall not make any payment of principal or interest on the Debentures in
amounts which are disproportionate to the respective principal amounts outstanding on the Debentures at any applicable time. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and
negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting
of Securities or otherwise. 
 4.15 Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly
with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company’s securities during the
period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.6. Each
Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in
Section 4.6, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules. Each Purchaser acknowledges that certain
information in cluded in the Confidential Private Placement Memorandum, including without limitation the unaudited results of the Company’s operations for the year ended December 31, 2011 and the quarter ended March 31, 2012, may
constitute material non-public information within the meaning of applicable securities laws. Accordingly, the Purchaser may be restricted from trading in the Company’s securities until such information no longer constitutes material non-public
information. 
 4.16 Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities
as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall 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 Purchasers at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser. 







 4.17 Capital Changes. Until the one year anniversary of the Closing Date, other than
for purposes of qualifying for initial listing on the National Securities Exchange or meeting the continued listing requirements of such exchange, the Company shall not undertake a reverse or forward stock split or reclassification of the Common
Stock without the prior written consent of the Purchasers holding a majority in principal amount outstanding of the Debentures. 

ARTICLE V. 

MISCELLANEOUS 
 5.1 Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the
Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before July 9, 2012 (the “Termination Date”); provided, however, that such termination will
not affect the right of any party to sue for any breach by any other party (or parties). 
 5.2 Fees and Expenses. At the
Closing, the Company has agreed to reimburse Taglich Brothers, Inc. the actual expense of up to $15,000. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel,
accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees, stamp taxes and
other taxes and duties levied in connection with the delivery of any Securities to the Purchasers. 
 5.3 Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings,
oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. 
 5.4 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of:
(a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or e-mail address set forth on the signature pages attached hereto (or separately provided to the Company) at or prior to 5:30 p.m.
(New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile or e-mail at the facsimile number or e-mail address set forth on the signature pages
attached hereto (or separately provided to the Company) on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or
(d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. 

5.5 Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written
instrument signed, in the case of an 







 
amendment, by the Company and the holders of at least 67% in interest of the aggregate outstanding Debentures and the Original Debentures or, in the case of a waiver, by the party against whom
enforcement of any such waived provision is sought. Notwithstanding the foregoing, any amendment, waiver, consent or approval by at least 67% in interest of the aggregate outstanding Debentures and the Original Debentures shall be effective as to
all such holders. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. 
 5.6 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. 

5.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to
any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the
“Purchasers.” 
 5.8 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties
hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.10. 

5.9 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction
Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners,
members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of
New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents),
and hereby irrevocably waives, and agrees not to assert in any 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 improper or is an inconvenient
venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of 







 
process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action,
suit or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.10, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party
for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. 
 5.10 Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities until no Debentures are outstanding. 

5.11 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force
and effect as if such facsimile or “.pdf” signature page were an original thereof. 
 5.12 Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as
that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including
any of such that may be hereafter declared invalid, illegal, void or unenforceable. 
 5.13 Rescission and Withdrawal
Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant
notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of a conversion of a Debenture, the applicable Purchaser shall be required to return
any shares of Common Stock subject to any such rescinded conversion. 
 5.14 Replacement of Securities. If any
certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and
substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall
also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities. 







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

 5.16 Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any
Transaction Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state or
federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not
been made or such enforcement or setoff had not occurred. 
 5.17 Usury. To the extent it may lawfully do so, the Company
hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection
with any claim, action or proceeding that may be brought by any Purchaser in order to enforce any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly
agreed and provided that the total liability of the Company under the Transaction Documents for payments in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and,
without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest that the Company may be obligated to pay under the Transaction Documents
exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased by statute or any official governmental action subsequent to the date hereof,
the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances
whatsoever, interest in excess of the Maximum Rate is paid by the Company to any Purchaser with respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied by such Purchaser to the unpaid principal balance of any
such indebtedness or be refunded to the Company, the manner of handling such excess to be at such Purchaser’s election. 







 5.18 Independent Nature of Purchasers’ Obligations and Rights. The obligations
of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser
under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint
venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be
entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an
additional party in any proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. The Company has elected to provide all Purchasers with the same
terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers. 
 5.19 Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and
shall not terminate until all unpaid liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such liquidated damages or other amounts are due and payable shall have been
canceled. 
 5.20 Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the
expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day. 

5.21 Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to
revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any
amendments thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other
similar transactions of the Common Stock that occur after the date of this Agreement. 
 5.22 WAIVER OF JURY
TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY. 
 (Signature Pages Follow) 







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

							
	SCOLR PHARMA, INC.	 		  	 Address for Notice:

13400 NE 20th Street
 Suite 44
 Bothell, Washington 98005

				
	By:	 	 /s/ Stephen J.
Turner                        
	 		  	 Fax:
 (425)
818-3070

	 Name:
 Title:
	 	 Stephen J. Turner
 President
and Chief Executive Officer
	 		  

 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 

SIGNATURE PAGE FOR PURCHASER FOLLOWS] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

 IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 
 Name of Purchaser: Sterling Family Investment L.L.C. 

Signature of Authorized Signatory of Purchaser: /s/ Arthur D. Sterling 
 Signature, if Joint Tenants or Tenants in Common: /s/ Marie E. Sterling 
 Name of
Authorized Signatory: Arthur D. Sterling Marie E. Sterling 
 Title of Authorized Signatory: Managers 

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $75,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Andrew K. Light 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $50,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Samuel E. Leonard 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $2,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Samuel E. Leonard 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $3,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Dennis Fortin 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $100,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Harvey Bibicoff 
 Signature, if Joint Tenants or Tenants in Common: /s/ Jacqueline Bibicoff 
 Name of
Authorized Signatory: Harvey Bibicoff and Jacqueline Bibicoff 
 Title of Authorized Signatory: Trustees 

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $20,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Michael P. Hagerty 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Glenn R. Hubbard 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $50,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Peter K. Nitz 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $13,500 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Steven Farber 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ James J. McEntee 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

 IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 
 Name of Purchaser: Mark E. Vaughan and Andrea G. Vaughan Joint Tenants

 Signature of Authorized Signatory of Purchaser: /s/ Mark E. Vaughan 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $15,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

 IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 
 Name of Purchaser: William M. Stokes or Rebecca A. Stokes JTWROS 

Signature of Authorized Signatory of Purchaser: /s/ William A. Stokes 
 Signature, if Joint Tenants or Tenants in Common: /s/ Rebecca A. Stokes 
 Name of
Authorized Signatory: William M. Stokes 
 Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Herb Grimes 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $25,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Bruce Campbell 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $5,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ John Junge 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $100,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

 IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 
 Name of Purchaser: Wulf Paulick and Renate Paulick JT/WROS 

Signature of Authorized Signatory of Purchaser: /s/ Wulf Paulick 
 Signature, if Joint Tenants or Tenants in Common: /s/ Renate Paulick 
 Name of Authorized
Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $20,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Woodrow W. Gunter, II 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $5,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

 IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 
 Name of Purchaser: Foutch Family Living Trust UAD 

Signature of Authorized Signatory of Purchaser: /s/ Carolyn L. Foutch 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $35,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ John R. Worthington 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $25,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

 IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 
 Name of Purchaser: Raymond M. Beebe and Joan P. Beebe, Joint Tenants 

Signature of Authorized Signatory of Purchaser: /s/ Raymond M. Beebe 
 Signature, if Joint Tenants or Tenants in Common: /s/ Joan P. Beebe 
 Name of Authorized
Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $15,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Justin Gasarch 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Tad Wilson 
 Signature, if Joint Tenants or Tenants in Common:
                                        
                                         
                                         
      
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Norman Perry 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

 IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 
 Name of Purchaser: The Ladendorf Family Revocable Living Trust UAD 

Signature of Authorized Signatory of Purchaser: /s/ Mark Ladendorf 
 Signature, if Joint Tenants or Tenants in Common: /s/ Debra Ladendorf 
 Name of Authorized
Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Steven Foxx 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $5,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

 IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 
 Name of Purchaser: Louis and Judith Miller Family Trust 

Signature of Authorized Signatory of Purchaser: /s/ Judith Miller 
 Signature, if Joint Tenants or Tenants in Common: /s/ Louis G Miller 
 Name of Authorized
Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Russell Bernier 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $5,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Kyle Buchakjian 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Ashok Kumar Narang 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

 IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 
 Name of Purchaser: The Robert W. Main Trust 

Signature of Authorized Signatory of Purchaser: /s/ Robert W. Main 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

 IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 
 Name of Purchaser: David Frank Rios and Margaret Jo Rios Trust 

Signature of Authorized Signatory of Purchaser: /s/ David Rios 
 Signature, if Joint Tenants or Tenants in Common: /s/ Margaret Rios 
 Name of Authorized
Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

 IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 
 Name of Purchaser: Robert L. Debruyn Trust UAD 

Signature of Authorized Signatory of Purchaser: /s/ Robert Debruyn 
 Signature, if Joint Tenants or Tenants in Common: /s/ Tracey Debruyn 
 Name of Authorized
Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

 IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 
 Name of Purchaser: Tracey H. Debruyn Trust UAD 

Signature of Authorized Signatory of Purchaser: /s/ Tracey Debruyn 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Randall S. Knox 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

 IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 
 Name of Purchaser: Frank Gimenez and Philomena Gimenez JTWROS 

Signature of Authorized Signatory of Purchaser: /s/ Frank Gimenez 
 Signature, if Joint Tenants or Tenants in Common: /s/ Philomena Gimenez 
 Name of
Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $5,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ John S. Tschohl 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Patricia Tschohl 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Lawrence D. Feldhacker 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Bennett Greenspon 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $5,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Peter Fitzpatrick 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $3,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Howard Kalka 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $20,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

 IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 
 Name of Purchaser: Gary A. Hafner and LeeAnn Hafner Joint Tenants 

Signature of Authorized Signatory of Purchaser: /s/ Gary A. Hafner 
 Signature, if Joint Tenants or Tenants in Common: /s/ LeeAnn Hafner 
 Name of Authorized
Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Paul Seid 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $220,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

 IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 
 Name of Purchaser: Robert Louis Fisher & Carroll Fisher Joint Tenants

 Signature of Authorized Signatory of Purchaser: /s/ Robert Fisher 
 Signature, if Joint Tenants or Tenants in Common: /s/ Carroll Fisher 
 Name of Authorized
Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $15,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Arthur Finnel 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $4,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

 IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 
 Name of Purchaser: Edward J. Cook and Eleanor A. Cook JTWROS 

Signature of Authorized Signatory of Purchaser: /s/ Edward J. Cook 
 Signature, if Joint Tenants or Tenants in Common: /s/ Eleanor Cook 
 Name of Authorized
Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $5,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Steven A. Boggs 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $5,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

 IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 
 Name of Purchaser: George White and Debra White Joint Tenants 

Signature of Authorized Signatory of Purchaser: /s/ George White 
 Signature, if Joint Tenants or Tenants in Common: /s/ Debra White 
 Name of Authorized
Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $5,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

 IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 
 Name of Purchaser: Wallace P. Parker Jr. TOD 

Signature of Authorized Signatory of Purchaser: /s/ Wallace P. Parker 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ David G. Linville 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $5,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Robert P. Giesen 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $5,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Dean Robinson 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

 IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 
 Name of Purchaser: John J. Resich Jr. Retirement Trust 

Signature of Authorized Signatory of Purchaser: /s/ John J. Resich Jr. 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $5,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Bruce Newell 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $8,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

 IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 
 Name of Purchaser: Thomas R. Jennett and Jodi K. Jennett 

Signature of Authorized Signatory of Purchaser: /s/ Thomas R. Jennett 
 Signature, if Joint Tenants or Tenants in Common: /s/ Jodi K. Jennett 
 Name of Authorized
Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,100 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

 IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 
 Name of Purchaser: Leonard P. Gartner Revocable Trust 

Signature of Authorized Signatory of Purchaser: /s/ Leonard Gartner 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $5,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ John W. Crow 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $5,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Ann B. Oldfather 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $11,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Robert Koski 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $9,900 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

 IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 
 Name of Purchaser: Shirley J. Lewis Marital Trust B UAD 

Signature of Authorized Signatory of Purchaser: /s/ Guy W. Lewis 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $10,000 
 EIN Number:
###-##-#### 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Michael N. Taglich 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $100,000 
 EIN Number:
###-##-#### 
 [SIGNATURE PAGES CONTINUE] 







 THE UNDERSIGNED EXPRESSLY ACKNOWLEDGES THAT CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT WILL BE WAIVED PURSUANT TO A CONSENT, WAIVER AND FORBEARANCE AGREEMENT DATED ON OR ABOUT THE DATE HEREOF AND SHALL THEREFORE NOT APPLY TO THE COMPANY ON THE DATE HEREOF AND THROUGH JUNE 30, 2013.

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

Signature of Authorized Signatory of Purchaser: /s/ Robert F. Taglich 
 Signature, if Joint Tenants or Tenants in Common:
                                         
                                         
                                         
     
 Name of Authorized Signatory:
                                         
                                         
                                         
                                    

Title of Authorized Signatory:
                                         
                                         
                                         
                                      

E-mail Address of Authorized Signatory: #####@######.### 
 Facsimile Number of Authorized Signatory: (###)###-#### 
 Address for Notice to Purchaser:

 ## ######### ### 
 #### #######, ##
##### 
 Address for Delivery of Securities to Purchaser (if not same as address for notice): 

Subscription Amount: $100,000 
 EIN Number:
###-##-####