Acknowledgment Regarding Buyer’ Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

Acknowledgement Regarding Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except for [[Sections 3.2(f) and 4.10]0]]0] hereof), it is understood and acknowledged by the Company that: # the Purchaser has not been asked by the Company to agree, nor has the 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 Shares for any specified term; # past or future open market or other transactions by the 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; # the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and # the Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that # the Purchaser may engage in hedging activities at various

Acknowledgment. The Employee has carefully read and considered the provisions of [Sections 8 and 9]9] hereof and agrees that the restrictions set forth in such sections are fair and reasonable and are reasonably required for the protection of the interests of the Corporation, its officers, directors, shareholders, and other employees, for the protection of the business of the Corporation, and to ensure that the Employee devotes the Employee’s entire professional time, energy, and skills to the business of the Corporation. The Employee acknowledges that he is qualified to engage in businesses other than that described in [Section 9]. It is the belief of the parties, therefore, that the best protection that can be given to the Corporation that does not in any way infringe upon the rights of the Employee to engage in any unrelated businesses is to provide for the restrictions described in [Section 9]. In view of the substantial harm which would result from a breach by the Employee of [Sections 8 or 9]9], the parties agree that the restrictions contained therein shall be enforced to the maximum extent permitted by law as more particularly set forth in [Section 10(b)] below. In the event that any of said restrictions shall be held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the covenant shall be as fully enforceable as if it had been set forth herein by the parties.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion:

SECTION # Acknowledgment Regarding any Supported QFCs 122105

Subject to the terms and conditions of this Agreement, at the Closing, the Seller agrees to sell and deliver to Next Investment Group Limited (the “Subsidiary”), a company wholly owned by the Purchaser, and the Purchaser agrees to purchase from the Seller such number of Purchased Shares, free and clear of any and all Encumbrances, and for such purchase price as set forth opposite the seller’s name on [Exhibit A]. The total purchase price payable by the Purchaser for the Purchased Shares is herein referred to as the “Purchase Price”.

Purchase of Common Shares. Subject to the satisfaction (or waiver) of the conditions set forth in [Sections 6 and 7]7] below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below) such aggregate number of Common Shares as is set forth opposite such Buyer’s name in column # on the Schedule of Buyers.

Payment for Purchase Shares. For each Purchase, ​ shall, on the Put Closing Date, pay to ​ an amount equal to the Purchase Amount with respect to such Purchase as full payment for such Purchase Shares via wire transfer of immediately available funds three (3) Business Days after ​ receives such Purchase Shares, if such Purchase Shares are received by ​ before ​, Eastern time, or, if such Purchase Shares are received by ​ after ​, Eastern time, the third (3rd) Business Day. If for any reason or for no reason ​ does not receive the Purchase Shares as DWAC Shares (other than ​’s inability to receive such DWAC Shares) or delivery by other means of such Purchase Shares to ​ in respect of a Purchase within four (4) Business Days following the receipt by ​ of the Purchase Price therefor in compliance with this [Section 2(b)], and if on or after such Business Day ​ purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by ​ of such Purchase Shares that ​ anticipated receiving from ​ in respect of such Purchase, then ​ shall, within three (3) Business Days after ​’s request, either # pay cash to ​ in an amount equal to ​’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Cover Price”), at which point ​’s obligation to deliver such Purchase Shares as DWAC Shares shall terminate, or # promptly honor its obligation to deliver to ​ such Purchase Shares as DWAC Shares and pay cash to ​ in an amount equal to the excess (if any) of the Cover Price over the total Purchase Price for such Purchase. ​ shall not issue any fraction of a share of Common Stock upon any Purchase. If the issuance would result in the issuance of a fraction of a share of Common Stock, ​ shall round such fraction of a share of Common Stock up or down (or, in the case of one-half (1/2) share, shall round down) to the nearest whole share. All payments made under this Agreement shall be made by wire transfer of immediately available funds to such account as ​ may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Business Day, the same shall instead be due on the next succeeding day that is a Business Day. The foregoing notwithstanding, ​ may withhold a portion of the Purchase Price to the extent that ​ has failed to deliver Purchase Shares to ​ in connection with a previous Put. Notwithstanding anything to the contrary in this Agreement, if ​ shall deliver Purchase Shares to ​ and ​ has not paid the Purchase Price provided for hereunder, ​ shall pay ​ for such Purchase Shares as soon as practicable thereafter in accordance with the terms of this Agreement or, if requested by ​, return such Purchase Shares to ​.

Issuance of Purchase Shares. Upon issuance and payment thereof in accordance with the terms and conditions of this Agreement, the Purchase Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Subject to the terms and conditions hereof, the Purchaser agrees to purchase, and the Vendor agrees to sell, assign and transfer to the Purchaser, the Purchased Shares for the Purchase Price as determined by the provisions of [Sections 2.2 and 2.3]3].