Richard Smithline
Title: Director
Purchase Price: _$500,000.00
Warrant Shares: _357,500
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PURCHASER: Whalehaven Capital Fund Limited
Please print purchaser name
By:
/s/ Evan Schemenauer
Name: Evan Schemenauer
Title: Director
Purchase Price: _$500,000.00
Warrant Shares: _357,500
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PURCHASER: Platinum Long term Growth I, LLC
Please print purchaser name
By:
/s/ Mark Nordlicht
Name: Mark Nordlicht
Title: Managing Member
Purchase Price: _$250,000.00
Warrant Shares: _178,750
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EXHIBIT A
LIST OF PURCHASERS
Names and Addresses Number of
of Purchasers Investment Amount Warrants Purchased
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EXHIBIT B
FORM OF NOTE
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EXHIBIT C
FORM WARRANT
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EXHIBIT D
FORM OF REGISTRATION RIGHTS AGREEMENT
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EXHIBIT E
FORM OF SECURITY AGREEMENT
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EXHIBIT F
ACCREDITED INVESTOR QUESTIONNAIRE
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EXHIBIT G
FORM OF IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
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EXHIBIT H
FORM OF OPINION
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