Purchase of Shares. For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby sells and issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the Shares (the “Original Certificate”), or effect such delivery in book-entry form.

Purchase of Shares. On the Offering Commencement Date of each Plan Period, the Company will grant to each eligible employee who is then a participant in the Plan a purchase right (“Purchase Right”) to purchase on the last business day of such Plan Period (the “Purchase Date”), at the Purchase Price (as defined below) hereinafter provided for, the largest number of whole shares of Common Stock of the Company as does not exceed the number of shares determined by dividing $25,000 by the closing price (as defined below) on the Offering Commencement Date of such Plan Period.

On the applicable Exercise Date for an Offering Period, each Participant shall automatically and without any action on such Participant’s part be deemed to have exercised his or her Option to purchase at the applicable per share Option Price the largest number of whole shares of Common Stock which can be purchased with the amount in the Participant’s Plan Account. Any balance less than the per share Option Price that is remaining in the Participant’s Plan Account (after exercise of such Participant’s Option) as of the Exercise Date shall be carried forward to the next Offering Period, unless the Participant has elected to withdraw from the Plan pursuant to Section 6.1 hereof or, pursuant to Section 6.2 hereof, such Participant has ceased to be an Eligible Employee. Any balance not carried forward to the next Offering Period in accordance with the prior sentence promptly shall be refunded to the applicable Participant. For the avoidance of doubt, in no event shall an amount greater than or equal to the per share Option Price as of an Exercise Date be carried forward to the next Offering Period.

An Option held by a Participant that was granted under the Plan and that remains outstanding as of a Purchase Date shall be deemed to have been exercised on such Purchase Date for the number of whole shares of Common Stock (rounded down to the nearest whole share) that the funds accumulated in the Participant’s Account as of the Purchase Date will purchase at the applicable Purchase Price (but not in excess of the number of shares for which Options have been granted to the Participant pursuant to Section 7.2).

Purchase of Common Shares. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, 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.

Purchase of Preferred Shares. Subject to the terms and conditions set forth in this Agreement, at the Closing, in exchange for the Subscription Amount, the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Company, the number of Preferred Shares set forth opposite such Purchaser’s signature on the signature page of this Agreement.

Additional Purchase of Shares. The Subscriber agrees that if the Subscriber subscribes for or purchases additional Units, he, she, or it shall be deemed to have executed this Subscription Agreement as of the date of each such additional subscription or purchase, and the Subscriber covenants that all such information therein shall be true and correct as of each such date except to the extent the Subscriber delivers to the Company prior written notice of any changes. If any such notice is delivered, the Company, in its sole and absolute discretion, may then accept or reject the additional subscription or purchase.

Eligible Employees may also purchase Class A Stock under the Company’s Investment Share Program (“ISP”), thereby becoming “ISP Participants.” Participants may invest up to ten percent (10%) of their most recent annual compensation (base salary and bonus, if any) in whole shares (“Investment Shares”) of Class A Stock. After a Participant has been employed by the Company for at least two (2) full years, Investment Shares may be purchased at a discount from the “Investment Share Value” (as defined below) based on length of service. The cost to the Participant will be the Investment Share Value, discounted, if applicable, according to the schedule in Section 9(c). For each full year Investment Shares are held after issuance and the ISP Participant remains employed with the Company, twenty percent (20%) will become fully vested, except for those ISP Participants who are age 64 or older, for whom one hundred percent (100%) of the Investment Shares will become fully vested (“Vested Shares”). Investment Shares not yet vested shall cease to vest upon the termination of an ISP Participant’s employment with the Company, except as otherwise then determined by the Board, unless such termination was because of death or disability, whereupon such death or disability termination all the ISP Participant’s unvested Investment Shares shall vest. Notwithstanding the foregoing, unvested Investment Shares shall also vest upon the ISP Participant’s attainment of age 65 while employed by the Company, and Investment Shares issued to an ISP Participant who is age 64 or older shall vest on the first anniversary of issuance if the ISP Participant is still then employed by the Company.

Purchase and Delivery of Shares. Grantee shall be required, to the extent required by applicable law, to purchase the shares of Restricted Stock and Additional Shares from the Company at the aggregate par value of the shares of Stock represented by such Restricted Stock and Additional Shares (the “Purchase Price”). The Purchase Price shall be payable in cash or in cash equivalents acceptable to the Company. Upon the expiration or termination of the Restriction Period, and the Grantee having properly paid the Purchase Price, the restrictions applicable to Restricted Stock and Additional Shares shall lapse, and, a certificate for such shares of Stock shall be delivered, free of all such restrictions, to Grantee or Grantee’s beneficiary or estate, as the case may be. Notwithstanding anything in this Agreement to the contrary, the Company may elect to satisfy any requirement for the delivery of stock certificates hereunder through the use of book-entry.

Purchase of Series A Shares. The Company agrees to issue and sell the Series A Shares to Buyer and Buyer agrees to purchase from the Company such Series A Shares with the rights and preferences as set forth in the Certificate of Designation.