SECURITIES
      PURCHASE AGREEMENT

     

    SECURITIES
      PURCHASE AGREEMENT
      (the
“Agreement”),
      dated
      as of ______________ ___, 2007, by and among National Investment Managers Inc.
      (f/k/a Fast Eddie Racing Stables, Inc.), a Florida corporation (the
‘Company’),
      and
      the buyers set out on Schedule
      A
      hereto
      (each a “Buyer”
      and
      together, the “Buyers”).

     

    WHEREAS:

     

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

     

    B. Each
      Buyer wishes to purchase, and the Company wishes to sell, upon the terms and
      conditions stated in this Agreement, the number of shares of Common Stock,
      par
      value $0.01 per share, of the Company (“Common
      Stock”),
      set
      forth in Section
      1
      below.

     

    NOW,
      THEREFORE,
      the
      Company and each Buyer hereby agree as follows:

     

    
      	 	
              1.

            	
              PURCHASE
                AND SALE OF COMMON STOCK.

            


    

     

    (a) Purchase
      of Common Stock.
      The
      Company agrees to issue and sell to each Buyer, and each Buyer agrees to
      purchase from the Company on the Closing Date (as defined below), such number
      of
      shares of Common Stock set forth opposite such Buyer’s name on Schedule
      A
      (the
“Common
      Shares”).
      

     

    (b) Purchase
      Price.
      The
      purchase price for the Common Shares to be purchased by the Buyers at the
      Closing shall be $0.50
      per
      share
      (the “Purchase
      Price”).

     

    (c) Closing
      Date.
      The
      purchase and sale of the Common Shares (the “Closing”)
      shall
      take place at 10:00 a.m., New York City Time, on the date hereof (the
“Closing
      Date”)
      (or
      such other date and time as is mutually agreed to by the Company and each
      Buyer).

     

    (d) Form
      of Payment.
      On the
      Closing Date, (i) each Buyer shall pay the Purchase Price to the Company for
      the
      Common Shares to be issued and sold to such Buyer at the Closing, by wire
      transfer of immediately available funds in accordance with the Company's written
      wire instructions, and (ii) the Company shall deliver to each Buyer (A) one
      or more stock certificates, free and clear of all restrictive and other legends
      (except as expressly provided in Section 2(f) hereof), evidencing the number
      of
      Common Shares such Buyer is purchasing, duly executed on behalf of the Company
      and registered in the name of such Buyer.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	2.	
              BUYER'S
                REPRESENTATIONS AND WARRANTIES.

            


    

     

    Each
      Buyer represents and warrants that: 

     

    (a) No
      Public Sale or Distribution.
      Buyer
      is acquiring the Common Shares in the ordinary course of business for its own
      account and not with a view towards, or for resale in connection with, the
      public sale or distribution thereof, except pursuant to sales registered or
      exempted under the 1933 Act and Buyer does not have a present arrangement to
      effect any distribution of the Common Shares to or through any person or entity;
      provided,
      however,
      that by
      making the representations herein, Buyer does not agree to hold any of the
      Common Shares for any minimum or other specific term and reserves the right
      to
      dispose of the Common Shares at any time in accordance with or pursuant to
      a
      registration statement or an exemption under the 1933 Act. 

     

    (b) Accredited
      Investor Status.
      Buyer
      is an "accredited investor" as that term is defined in Rule 501(a) of Regulation
      D.

     

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

     

    (d) Information.
      Buyer
      and its advisors, if any, have been furnished with all materials relating to
      the
      business, finances and operations of the Company and materials relating to
      the
      offer and sale of the Common Shares which have been requested by Buyer. Buyer
      and its advisors, if any, have been afforded the opportunity to ask questions
      of
      the Company. Neither such inquiries nor any other due diligence investigations
      conducted by Buyer or its advisors, if any, or its representatives shall modify,
      amend or affect Buyer’s right to rely on the Company's representations and
      warranties contained herein. Buyer understands that its investment in the Common
      Shares involves a high degree of risk and is able to afford a complete loss
      of
      such investment. Buyer has sought such accounting, legal and tax advice as
      it
      has considered necessary to make an informed investment decision with respect
      to
      its acquisition of the Common Shares.

     

    (e) Transfer
      or Resale.
      Buyer
      understands that: (i) the Common Shares have not been and are not being
      registered under the 1933 Act or any state securities laws, and may not be
      offered for sale, sold, assigned or transferred unless (A) subsequently
      registered thereunder, (B) Buyer shall have delivered to the Company an opinion
      of counsel, in a form reasonably acceptable to the Company, to the effect that
      such Common Shares to be sold, assigned or transferred may be sold, assigned
      or
      transferred pursuant to an exemption from such registration, or (C) Buyer
      provides the Company with reasonable assurance that such Common Shares can
      be
      sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated
      under the 1933 Act, as amended, (or a successor rule thereto) (collectively,
      “Rule
      144”);
      (ii)
      any sale of the Common Shares made in reliance on Rule 144 may be made only
      in
      accordance with the terms of Rule 144 and further, if Rule 144 is not
      applicable, any resale of the Common Shares under circumstances in which the
      seller (or the person through whom the sale is made) may be deemed to be an
      underwriter (as that term is defined in the 1933 Act) may require compliance
      with some other exemption under the 1933 Act or the rules and regulations of
      the
      SEC thereunder; and (iii) neither the Company nor any other person is under
      any
      obligation to register the Common Shares under the 1933 Act or any state
      securities laws or to comply with the terms and conditions of any exemption
      thereunder. Notwithstanding the foregoing, the Common Shares may be pledged
      in
      connection with a bona fide margin account or other loan secured by the Common
      Shares and such pledge of Common Shares shall not be deemed to be a transfer,
      sale or assignment of the Common Shares hereunder, and no Buyer effecting a
      pledge of Common Shares shall be required to provide the Company with any notice
      thereof or otherwise make any delivery to the Company pursuant to this Agreement
      or any other Transaction Document, including, without limitation, this Section
      2(e); provided, that in order to make any sale, transfer or assignment of Common
      Shares, Buyer and its pledgee makes such disposition in accordance with or
      pursuant to a registration statement or an exemption under the 1933
      Act.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f) Legends.
      Buyer
      understands that the certificates or other instruments representing the Common
      Shares shall bear any legend as required by the "blue sky" laws of any state
      and
      a restrictive legend in substantially the following form (and a stop-transfer
      order may be placed against transfer of such stock certificates):

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN
      THE
      ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM
      REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER
      SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
      NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
      WITH
      A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY
      THE
      SECURITIES.

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              3.

            	
              REPRESENTATIONS
                AND WARRANTIES OF THE COMPANY.

            


    

     

    The
      Company represents and warrants to each Buyer that:

     

    (a) Organization
      and Qualification.
      The
      Company is a corporation duly organized and validly existing in good standing
      under the laws of Florida, and has the requisite corporate power and
      authorization to own its properties and to carry on its business as now being
      conducted. The Company is duly qualified as a foreign corporation to do business
      and is in good standing in every jurisdiction in which its ownership of property
      or the nature of the business conducted by it makes such qualification
      necessary, except to the extent that the failure to be so qualified or be in
      good standing would not have a Material Adverse Effect. As used in this
      Agreement, “Material
      Adverse Effect”
      means
      any material adverse effect on the business, properties, assets, operations,
      results of operations, condition (financial or otherwise) or prospects of the
      Company or on the transactions contemplated hereby or on the authority or
      ability of the Company to perform its obligations under this Agreement.


     

    (b) Authorization;
      Enforcement; Validity.
      The
      Company has the requisite corporate power and authority to enter into and
      perform its obligations under this Agreement and to issue the Common Shares
      in
      accordance with the terms hereof and thereof. The execution and delivery of
      the
      Agreement by the Company and the consummation by the Company of the transactions
      contemplated hereby, including, without limitation, the issuance of the Common
      Shares, have been duly authorized by the Company’s Board of Directors and no
      further consent or authorization is required by the Company, its Board of
      Directors or its stockholders. This Agreement has been duly executed and
      delivered by the Company, and constitutes the legal, valid and binding
      obligations of the Company, enforceable against the Company in accordance with
      its terms, except as such enforceability may be limited by general principles
      of
      equity or applicable bankruptcy, insolvency, reorganization, moratorium,
      liquidation or similar laws relating to, or affecting generally, the enforcement
      of applicable creditors’ rights and remedies.

     

    (c) Issuance
      of Common Shares.
      (i) The
      Common Shares are duly authorized and, upon issuance in accordance with the
      terms hereof, shall be validly issued and free from all taxes, liens and charges
      with respect to the issue thereof and shall be fully paid and nonassessable
      with
      the holder being entitled to all rights accorded to a holder of Common Stock.
      The issuance by the Company of the Common Shares is exempt from registration
      under the 1933 Act.

     

    (ii) As
      of the
      date hereof, the authorized capital stock of the Company, as of the date hereof
      consists of 110,000,000 shares, of which 100,000,000 are shares of Common Stock,
      par value $0.001 per share, 28,006,793 shares of which are issued and
      outstanding, and 10,000,000 are shares of preferred stock, par value $0.001
      per
      share of which 8,207,184 shares of preferred stock are issued and outstanding.
      The Company hereby agrees to provide to each Buyer immediately prior to the
      issuance of the Common Shares to such Buyer an update to the representation
      set
      forth in this Section 3(c)(ii) giving effect to the issuance of such Common
      Shares.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) No
      Integrated Offering.
      Neither
      the Company, nor any of its subsidiaries or 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 the offering of the Common
      Shares pursuant to this Agreement to be integrated with prior offerings by
      the Company for purposes of the Securities Act which would prevent the Company
      from selling the Common Shares pursuant to Rule 506 under the Securities
      Act, or any applicable exchange-related stockholder approval provisions, nor
      will the Company or any of its affiliates or subsidiaries take any action
      or steps that would cause the offering of the Common Shares to be
      integrated with other offerings.

     

    (e) No
      Conflicts.
      The
      execution, delivery and performance of this Agreement by the Company and the
      consummation by the Company of the transactions contemplated hereby and thereby
      (including, without limitation, the issuance of the Common Shares) will not
      (i)
      result in a violation of the Certificate of Incorporation (as defined below)
      or
      Bylaws (as defined below) of the Company or (ii) conflict with, or constitute
      a
      default (or an event which with notice or lapse of time or both would become
      a
      default) under, or give to others any rights of termination, amendment,
      acceleration or cancellation of, any material agreement, indenture or instrument
      to which the Company is a party, or (iii) result in a violation of any law,
      rule, regulation, order, judgment or decree (including federal and state
      securities laws and regulations) applicable to the Company or by which any
      property or asset of the Company is bound or affected.

     

    (f) Consents.
      The
      Company is not required to obtain any consent, authorization or order of, or
      make any filing or registration with, any court, governmental agency or any
      regulatory or self-regulatory agency or any other person in order for it to
      execute, deliver or perform any of its obligations under or contemplated by
      the
      Agreement in accordance with the terms hereof. 

     

    (g) Acknowledgment
      Regarding Buyer’s Purchase of Common Shares.
      The
      Company acknowledges and agrees that each Buyer is acting solely in the capacity
      of arm’s length purchaser with respect to the Agreement and the transactions
      contemplated hereby and thereby and that Buyer is not (i) an officer or director
      of the Company, (ii) an “affiliate” of the Company (as defined in Rule 144) or
      (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of
      the Common Stock (as defined for purposes of Rule 13d-3 of the Securities
      Exchange Act of 1934, as amended (the “1934
      Act”)).
      

     

    (h) No
      General Solicitation; Placement Agent's Fees.
      Neither
      the Company, nor any of its affiliates, nor any person acting on its or their
      behalf, has engaged in any form of general solicitation or general advertising
      (within the meaning of Regulation D) in connection with the offer or sale of
      the
      Common Shares. The Company shall be responsible for the payment of any placement
      agent’s fees, financial advisory fees, or brokers’ commissions (other than for
      persons engaged by any Buyer or its investment advisor) relating to or arising
      out of the transactions contemplated hereby. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	
              4.

            	
              MISCELLANEOUS.

            


    

     

    (a) Governing
      Law; Jurisdiction; Jury Trial.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by the internal laws of the State of New
      York, without giving effect to any choice of law or conflict of law provision
      or
      rule (whether of the State of New York or any other jurisdictions) that would
      cause the application of the laws of any jurisdictions other than the State
      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, and hereby irrevocably
      waives, and agrees not to assert in any suit, action or proceeding, any claim
      that it is not personally subject to the jurisdiction of any such court, that
      such suit, action or proceeding is brought in an inconvenient forum or that
      the
      venue of such suit, action or proceeding is improper. Each party hereby
      irrevocably waives personal service of process and consents to process being
      served in any such suit, action or proceeding by mailing a copy thereof to
      such
      party at the address for such notices to it under this Agreement and agrees
      that
      such service shall constitute good and sufficient service of process and notice
      thereof. Nothing contained herein shall be deemed to limit in any way any right
      to serve process in any manner permitted by law. EACH
      PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
      REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
      CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
      HEREBY. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Counterparts.
      This
      Agreement may be executed in two or more identical counterparts, all of which
      shall be considered one and the same agreement and shall become effective when
      counterparts have been signed by each party and delivered to the other party;
      provided that a facsimile signature shall be considered due execution and shall
      be binding upon the signatory thereto with the same force and effect as if
      the
      signature were an original, not a facsimile signature.

     

    (c) Headings.
      The
      headings of this Agreement are for convenience of reference and shall not form
      part of, or affect the interpretation of, this Agreement.

     

    (d) Severability.
      If any
      provision of this Agreement shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Agreement in that jurisdiction or
      the
      validity or enforceability of any provision of this Agreement in any other
      jurisdiction.

     

    (e) Entire
      Agreement; Amendments.
      This
      Agreement supersedes all other prior oral or written agreements between the
      Buyer, the Company, their affiliates and persons acting on their behalf with
      respect to the matters discussed herein, and this Agreement and the instruments
      referenced herein contain the entire understanding of the parties with respect
      to the matters covered herein and therein and, except as specifically set forth
      herein or therein, neither the Company nor Buyer makes any representation,
      warranty, covenant or undertaking with respect to such matters. No provision
      of
      this Agreement may be amended other than by an instrument in writing signed
      by
      the Company and each Buyer. No provision hereof may be waived other than by
      an
      instrument in writing signed by the party against whom enforcement is
      sought.

     

    (f) Notices.
      Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered: (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one Business Day after deposit with an overnight courier service,
      in
      each case properly addressed to the party to receive the same. The addresses
      and
      facsimile numbers for such communications shall be:

     

    If
      to the
      Company:

     

    National
      Investment Managers, Inc.

    545
      Metro
      Place South, Suite 100

    Dublin,
      Ohio 43017

    Attention: Chief
      Financial Officer

    Facsimile: 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
If
      to any
      Buyer:

     

    c/o
      Valens Capital Management, LLC

    335
      Madison Avenue, 10th
      Floor

    New
      York, NY 10017

    Telephone:
      (212) 541-5800

    Facsimile:
      (212) 581-5037

    Attention:
      Portfolio Services

    


    or
      to
      such other address and/or facsimile number and/or to the attention of such
      other
      person as the recipient party has specified by written notice given to each
      other party five (5) days prior to the effectiveness of such change. Written
      confirmation of receipt (A) given by the recipient of such notice, consent,
      waiver or other communication, (B) mechanically or electronically generated
      by
      the sender's facsimile machine containing the time, date, recipient facsimile
      number and an image of the first page of such transmission or (C) provided
      by an
      overnight courier service shall be rebuttable evidence of personal service,
      receipt by facsimile or receipt from an overnight courier service in accordance
      with clause (i), (ii) or (iii) above, respectively.

     

    (g) Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and assigns, including any purchasers of the Common
      Shares. The Company shall not assign this Agreement or any rights or obligations
      hereunder without the prior written consent of each Buyer, including by merger
      or consolidation. Each Buyer may assign some or all of its rights hereunder
      without the consent of the Company, in which event such assignee shall be deemed
      to be a Buyer hereunder with respect to such assigned rights.

     

    (h) No
      Third Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other person.

     

    (i) Survival.
      The
      representations and warranties of the Company and each Buyer contained in
      Sections 2 and 3 and the agreements and covenants set forth in this Section
      4
      shall survive the Closing and the delivery of Common Shares. 

     

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

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      each
      Buyer and the Company have executed this Securities Purchase Agreement as of
      the
      date first written above.

     

    
      	
              NATIONAL
                INVESTMENT MANAGERS, INC.

            
	 
	 
	
              By:

            	
              /s/

            
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	 
	
              VALENS
                U.S. SPV I, LLC

            
	
              By: Valens Capital Management, LLC, its investment manager

            
	 
	 	 
	
              By:

            	
              /s/

            
	 	
              Name:
                Pat Regan

            
	 	
              Title:
                Authorized Signatory

            
	 	 
	 	 
	
              VALENS
                OFFSHORE SPV I, LTD.

            
	
              By: Valens Capital Management, LLC, its investment manager

            
	 
	 
	
              By:

            	
              /s/

            
	 	
              Name:
                Pat Regan

            
	 	
              Title:
                Authorized Signatory

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

     

    
      	
              Buyers

            	 	 	
              Purchase Price

            	
               

            	 	
              Number of Common Shares

            	 
	
              Valens
                U.S. SPV I, LLC, a Delaware limited liability
                company

            	 	
              
              

              $

            	
              
              

              1,530,000

            	 	 	
              
              

              3,060,000

            	 
	 	 	 	 	 	 	 	 
	
              Valens
                Offshore SPV I, Ltd., a Cayman Islands company

            	 	
              
              

              $

            	
              
              

              1,470,000

            	 	 	
              
              

              2,940,000