Common use of Acknowledgements, Representations and Warranties Clause in Contracts

Acknowledgements, Representations and Warranties. By signing and returning this Letter of Transmittal, you acknowledge receipt of a copy of the Merger Agreement, including all exhibits attached thereto. You hereby acknowledge and agree that you have (a) reviewed (i) this Letter of Transmittal and all terms and conditions contained herein and the instructions provided in connection herewith and (ii) the Merger Agreement (including all exhibits attached thereto) and the terms of the Merger described therein and (b) had an opportunity to consult with, and have relied solely upon the advice (if any) of, your legal, financial, accounting and/or tax advisors with respect to this Letter of Transmittal, the Merger Agreement and the transactions described herein and therein, in each case to the extent you have deemed necessary. By signing and returning this Letter of Transmittal, you acknowledge and agree that the parties to the Merger Agreement may make revisions to the Merger Agreement before the Effective Time in accordance with the provisions of the Merger Agreement. Submission of this Letter of Transmittal is irrevocable. By signing and returning this Letter of Transmittal, you represent and warrant to Parent and Merger Sub that (a) you are the record owner and beneficial owner of, and have good and valid title to, the LP Units that you are surrendering for payment hereunder, (b) such LP Units are free and clear of all Liens (other than restrictions on transfer imposed by applicable securities Laws), (c) you do not own any LP Units other than those being surrendered in connection herewith, (d) you do not own any options, warrants, convertible securities or any other similar rights, agreements, arrangements or commitments relating to such LP Units,

Acknowledgements, Representations and Warranties. By signing and returning In order to induce Lender to enter into this Letter of TransmittalAgreement, you acknowledge receipt of a copy each of the Merger Obligors (as applicable), for itself, and for its respective heirs, personal representatives, successors and assigns, hereby acknowledges, represents and warrants to Lender as follows: (a) The Obligors (to the extent of their respective obligations under the Loan Documents, as applicable) are responsible for reimbursing or otherwise paying all of the fees and expenses of Lender, including, without limitation, all costs and expenses related to any field examination, appraisals and/or business risk reviews, all recordation and transfer taxes and all attorneys’ fees and expenses (including in-house counsel) incurred by Lender in connection with the Loan, the Loan Documents and the collection and enforcement of any or all of the Loan Obligations and the preparation and execution of this Agreement and any other instruments, documents or agreements executed and delivered in connection herewith or required hereby, whether previously incurred or incurred in the future (collectively, the “Enforcement Costs”). Notwithstanding any provision of the Loan Documents to the contrary, the Enforcement Costs shall be deemed to be part of the Loan Obligations, and shall be payable in full by the Obligors (to the extent of their respective obligations under the Loan Documents, as applicable) upon execution and delivery of this Agreement, including and thereafter, upon demand. (b) Each Obligor has full power and authority (as applicable) to enter into this Agreement and to incur and perform all exhibits attached theretoobligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action (as applicable). You hereby No consent or approval of equity holders of, lenders to, or other creditors of any Obligor, or any other Person, and no consent, approval, filing or registration with or notice to any governmental authority, is required as a condition to the validity of this Agreement or the performance of any Obligor’s obligations hereunder. (c) All understandings, representations, warranties and recitals contained or expressed in this Agreement are true, accurate, complete and correct in all respects; and, no such understanding, representation, warranty or recital fails or omits to state or otherwise disclose any material fact or information necessary to prevent such understanding, representation, warranty or recital from being misleading. All of the representations and warranties set forth in the Loan Documents remain in full force and effect, and are reaffirmed as of the date of this Agreement. All information included in each Certificate of Beneficial Ownership is true and correct in all respects. The Obligors acknowledge and agree that you have (a) reviewed (i) Lender has been induced in part to enter into this Letter Agreement based upon Lender’s justifiable reliance on the truth, accuracy, and completeness of Transmittal all understandings, representations, warranties and all terms and conditions recitals contained herein in this Agreement and the instructions provided other Loan Documents. There is no fact known to any of the Obligors which such Obligor has not disclosed to Lender in connection herewith writing on or prior to the date of this Agreement which would materially and adversely affect the understandings of Lender expressed in this Agreement or any representation, warranty or recital contained in this Agreement. (iid) Each of the Merger Loan Documents (as amended hereby) continues in full force and effect notwithstanding the execution and delivery of this Agreement. Each Obligor hereby reissues, ratifies and confirms the enforceability and validity of all Loan Documents to which it is a party and agrees that this Agreement (including all exhibits attached thereto) and each of the Loan Documents to which such Obligor is a party constitute the legal, valid and binding obligations of such Obligor, enforceable in accordance with their respective terms. In addition, each Obligor acknowledges and agrees that neither the execution and delivery of this Agreement and/or any related documents nor any of the terms, provisions, covenants or agreements contained in this Agreement shall in any manner release, impair, lessen, modify, waive or otherwise affect the liability and obligations of such Obligor under the terms of the Merger described therein Loan Documents, except to the extent expressly set forth herein. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan Obligations, including any security for any of the Loan Obligations, any credit or other information on any collateral or security for any of the Loan Obligations (including appraisals, environmental reports and assessments, and market studies), the Obligors, any of the Obligors’ principals, partners or members to the following: (bi) had an opportunity any actual or prospective assignee or participant; (ii) Lender’s affiliates; (iii) any regulatory body having jurisdiction over Lender; or (iv) any other party as necessary or appropriate in Lender’s reasonable judgment in connection with the enforcement of Lender’s rights and remedies under the Loan Documents. (e) Lender has acted in good faith and has conducted itself in a commercially reasonable manner in its relationships with each Obligor in connection with this Agreement and in connection with the Loan, the Loan Obligations and the Loan Documents; the Obligors hereby waiving and releasing any claims to consult the contrary. No Obligor has any defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever against Lender or any past, present or future agent, attorney, legal representative, predecessor in interest, subsidiary, affiliate, successor, assign, employee, stockholder, director or officer of Lender (including Lender, collectively, the “Lender Group”), directly or indirectly, arising out of, based upon, or in any manner connected with, any transaction, event, circumstance, action, failure to act, or occurrence of any sort or type, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to the execution of this Agreement and have relied solely occurred, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of the Loan Obligations or any of the terms or conditions of the Loan Documents, or which directly or indirectly relate to or arise out of or in any manner are connected with the Loan Obligations or any of the Loan Documents; to the extent any such defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims, counterclaims, actions and causes of action are hereby forever waived, discharged and released. Each Obligor hereby acknowledges and agrees that the execution of this Agreement by Lender shall not constitute an acknowledgment of or admission by any member of the Lender Group of the existence of any claims or of liability for any matter or precedent upon which any claim or liability may be asserted. Each Obligor further acknowledges and agrees that, to the advice (if any) ofextent any such claims may exist, your legalthey are of a speculative nature so as to be incapable of objective valuation and that, financial, accounting and/or tax advisors with respect to this Letter of Transmittalin any event, the Merger value to each Obligor of the covenants and obligations of Lender contained in this Agreement and the transactions described herein other documents executed and thereindelivered in connection with this Agreement substantially and materially exceeds any and all value of any kind or nature whatsoever of any such claims. Each Obligor further acknowledges and agrees that Lender is not in any way responsible or liable for the previous, current or future condition or deterioration of the business operations and/or financial condition of any Obligor and that Lender has not breached any agreement or commitment to loan money or otherwise make financial accommodations available to any Obligor or to fund any operations of any Obligor at any time. (f) EACH OBLIGOR HEREBY ACKNOWLEDGES THAT IT HAS FREELY AND VOLUNTARILY ENTERED INTO THIS AGREEMENT AFTER AN ADEQUATE OPPORTUNITY AND SUFFICIENT PERIOD OF TIME TO REVIEW, ANALYZE AND DISCUSS (I) ALL TERMS AND CONDITIONS OF THIS AGREEMENT, (II) ANY AND ALL OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND (III) ALL FACTUAL AND LEGAL MATTERS RELEVANT TO THIS AGREEMENT AND/OR ANY AND ALL SUCH OTHER DOCUMENTS, WITH COUNSEL FREELY AND INDEPENDENTLY SELECTED BY SUCH OBLIGOR. EACH OBLIGOR FURTHER ACKNOWLEDGES AND AGREES THAT (I) IT HAS ACTIVELY AND WITH FULL UNDERSTANDING PARTICIPATED IN THE NEGOTIATION OF THIS AGREEMENT AND ALL OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AGREEMENT AFTER CONSULTATION AND REVIEW WITH ITS COUNSEL, (II) ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AGREEMENT HAVE BEEN NEGOTIATED AT ARM’S-LENGTH, AND (III) THIS AGREEMENT AND ANY AND ALL SUCH OTHER DOCUMENTS HAVE BEEN NEGOTIATED, PREPARED AND EXECUTED WITHOUT FRAUD, DURESS, UNDUE INFLUENCE, OR COERCION OF ANY KIND OR NATURE WHATSOEVER HAVING BEEN EXERTED BY OR IMPOSED UPON ANY PARTY TO THIS AGREEMENT BY ANY OTHER PARTY. NO PROVISION OF THIS AGREEMENT OR SUCH OTHER DOCUMENTS SHALL BE CONSTRUED AGAINST OR INTERPRETED TO THE DISADVANTAGE OF ANY PARTY TO THIS AGREEMENT BY ANY COURT OR OTHER GOVERNMENTAL OR JUDICIAL AUTHORITY BY REASON OF SUCH PARTY HAVING OR BEING DEEMED TO HAVE STRUCTURED, DICTATED OR DRAFTED SUCH PROVISION. (g) There are no proceedings or investigations pending or, so far the as each Obligor knows, threatened, before any court or arbitrator or before or by any governmental, administrative or judicial authority or agency against such Obligor. (h) There is no statute, regulation, rule, order or judgment, no charter, by-law, or preference stock provision of the Obligors, and no provision of any mortgage, indenture, contract or other agreement binding on the Obligors or any of its, his, her or their respective properties, which would prohibit or cause a default under or in each case any way prevent the execution, delivery, performance, compliance or observance of any of the terms and conditions of this Agreement and/or any of the other documents executed and delivered in connection with this Agreement. (i) Each Obligor hereby acknowledges and agrees that it is obligated to pay and perform the extent you have deemed necessary. By signing and returning this Letter of Transmittal, you acknowledge and agree that the parties to the Merger Agreement may make revisions to the Merger Agreement before the Effective Time Loan Obligations in accordance with the provisions terms and conditions of the Merger AgreementLoan Documents. Submission Each Obligor further acknowledges and confirms that any and all collateral previously, simultaneously herewith or hereafter pledged as security for any or all of this Letter of Transmittal is irrevocablethe Loan Obligations does and shall continue to secure all such Obligations. By signing and returning this Letter of Transmittal, you represent and warrant to Parent and Merger Sub that (a) you are the record owner and beneficial owner ofLender has, and will continue to have good as security for the Loan Obligations, and Borrower hereby grants and re-grants to Lender, a valid and perfected lien on and security interest in such Borrower’s right, title toand interest in all of the collateral pledged by it as security for any or all of the Loan Obligations. The grant of the security interest in such collateral shall continue in full force and effect until such time as all of the Loan Obligations have been indefeasibly paid in full. Borrower hereby irrevocably authorizes Lender at any time and from time to time to file any initial financing statements, the LP Units that you are surrendering for payment hereunder, (b) such LP Units are free amendments thereto and clear of all Liens (other than restrictions on transfer imposed continuation statements as authorized by applicable securities Laws)law, (c) you do not own any LP Units other than those being surrendered reasonably required by Lender to establish or maintain the validity, perfection and priority of the security interests granted in connection herewith, (d) you do not own any options, warrants, convertible securities or any other similar rights, agreements, arrangements or commitments relating to such LP Units,the Loan Documents and this Agreement.

Acknowledgements, Representations and Warranties. By signing and returning this Letter of Transmittal, you acknowledge receipt of a copy of the Merger Agreement, including all exhibits attached thereto. You hereby acknowledge and agree that you have (a) reviewed (i) this Letter of Transmittal and all terms and conditions contained herein and the instructions provided in connection herewith and (ii) the Merger Agreement (including all exhibits attached thereto) and the terms of the Merger described therein and (b) had an opportunity to consult with, and have relied solely upon the advice (if any) of, your legal, financial, accounting and/or tax advisors with respect to this Letter of Transmittal, the Merger Agreement and the transactions described herein and therein, in each case to the extent you have deemed necessary. By signing and returning this Letter of Transmittal, you acknowledge and agree that the parties to the Merger Agreement may make revisions to the Merger Agreement before the Effective Time in accordance with the provisions of the Merger Agreement. Submission of this Letter of Transmittal is irrevocable. By signing and returning this Letter of Transmittal, you represent and warrant to Parent and Merger Sub that (a) you are the record owner and beneficial owner of, and have good and valid title to, the LP Applicable Units that you are surrendering for payment hereunder, (b) such LP Applicable Units are free and clear of all Liens (other than restrictions on transfer imposed by applicable securities Laws), (c) you do not own any LP Applicable Units other than those being surrendered in connection herewith, (d) you do not own any options, warrants, convertible securities or any other similar rights, agreements, arrangements or commitments relating to such Applicable Units, (e) you have full and exclusive right, and full and exclusive authority or legal capacity, as applicable, to submit, sell, assign and deliver for surrender and cancellation such Applicable Units free and clear of all Liens and without restriction (other than restrictions under securities Laws), (f) you have full and exclusive right, and full and exclusive authority or full legal capacity, as applicable, to execute and deliver this Letter of Transmittal, to perform your obligations hereunder and to make the representations and warranties set forth herein, (g) this Letter of Transmittal has been duly and validly executed and delivered by you and constitutes a binding obligation of yours, enforceable against you in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies, (h) the execution and delivery of this Letter of Transmittal, the performance by you of your obligations hereunder and the compliance by you with any of the provisions hereof will not violate or conflict with your certificate of limited partnership, limited partnership agreement or similar formation, governing or organizational documents, or violate or conflict with any Governmental Order applicable to you or by which any of your properties or assets is bound or subject, and (i) you do not have any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by the Merger Agreement for which the Company, the Surviving Company, Parent or Merger Sub would become liable or obligated. You hereby agree that other than the right to receive the payments to which you are entitled pursuant to the Merger Agreement upon compliance with the instructions contained in this Letter of Transmittal, you shall have no further rights arising out of or relating to any Applicable Units that you owned immediately prior to the Effective Time and, at the Effective Time, by virtue of the Merger, such Applicable Units shall be automatically cancelled without any further action required on your part . You hereby accept the applicable portion of the Closing Merger Consideration in respect of the Applicable Units and you acknowledge and agree that (i) such amount satisfies all obligations to you under applicable Law and the organizational documents of the Company, (ii) such amount accurately reflects the portion of the Closing Merger Consideration which you are entitled to receive pursuant to, and in accordance with, the terms of the Merger Agreement, applicable Law, the organizational documents of the Company, and any contract, arrangement or understanding between you and the Company and/or any Representative of the Company, and any other contract, arrangement or understanding pertaining to the Applicable Units, and (iii) in accepting such amount, the Company, the Surviving Company, Parent, Merger Sub, the LP Unitholder Representative and their respective Representatives shall be deemed to have satisfied all obligations to make any and all payments with respect to such Applicable Units and shall have no further obligations to you with respect to the payment of any portion of the Closing Merger Consideration (and you expressly waive any and all claims to the contrary). By accepting the applicable portion of the Closing Merger Consideration in respect of the Applicable Units,, you hereby waive any and all rights related to its ownership of any Applicable Units at any time prior to the Effective Time, including, without limitation, any voting rights, liquidation rights, rollover, purchase or redemption rights, payment rights, registration rights, dissenters’ or appraisal rights, preemptive rights, option or put rights, rights of first refusal, consent rights regarding a change of control of the Company or similar preferences, whether arising pursuant to any organizational documents of the Company, by contract or by operation of Law. You further waive any and all rights that you may have to acquire additional Applicable Units pursuant to any option agreement, warrant or otherwise. If the LP Unitholder Representative or Parent determines reasonably and in good faith that this Letter of Transmittal or related attachment has not been properly completed or executed by you, the LP Unitholder Representative or Parent, as applicable, may reject this Letter of Transmittal or related attachments and provide written notice thereof to you. You may be contacted directly by the LP Unitholder Representative or Parent (or their respective Representatives) and requested to provide any missing or incomplete information. If there are any discrepancies between (a) the number of Applicable Units that this Letter of Transmittal, or other supporting document may indicate are owned by you and (b) the number of Applicable Units that the Company’s records indicate you own, Parent will work with the LP Unitholder Representative to determine in good faith the number of Applicable Units, if any, the Company is authorized to accept for payment and will continue to hold any other documents surrendered in connection therewith until accepted or returned to you.

Acknowledgements, Representations and Warranties. By signing 2.1 The Purchaser acknowledges as at the date given above and returning this Letter of Transmittalas at the Closing, you acknowledge receipt of a copy of the Merger Agreement, including all exhibits attached thereto. You hereby acknowledge and agree that you have that: (a) reviewed the Purchaser is purchasing the Units under the exemption from prospectus requirements available under section 55(2)(4) of the Act and the Purchaser is not a syndicate, partnership or other form of unincorporated entity or organization created solely to permit the purchase of the Units (or other similar purchases) by a group of individuals whose individual share of the aggregate acquisition cost of the Units is less than $97,000 (Cdn.); (b) the offer made by this subscription requires acceptance by the Issuer and the approval of the Exchange; (c) no person has made to the Purchaser any written or oral representation: (i) this Letter that any person will resell or repurchase any of Transmittal the Securities; (iii) as to the future price or value of any of the Securities; or (iv) that any of the Securities will be listed and posted for trading on a stock exchange or that application has been made to list and post any of the Securities for trading on a stock exchange other than the Exchange; (d) the purchase of the Units has been privately negotiated and arranged and the Purchaser or his agent has been invited and afforded the opportunity to conduct a review of all of the Issuer's affairs and records in order that the Purchaser may be properly and fully aware of all of the facts relevant to the Issuer's affairs; (e) the Purchaser is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all terms necessary approvals by its directors, shareholders and conditions contained herein and others have been given to authorize execution of this Subscription Agreement on behalf of the instructions provided in connection herewith and Purchaser; (iif) the Merger Agreement (including all exhibits attached thereto) and the terms entering into of the Merger described therein and (b) had an opportunity to consult with, and have relied solely upon the advice (if any) of, your legal, financial, accounting and/or tax advisors with respect to this Letter of Transmittal, the Merger Subscription Agreement and the transactions described herein contemplated hereby will not result in the violation of any of the terms and thereinprovisions of any law applicable to or the constating documents of the Purchaser or of any agreement, in each case written or oral, to which the extent you have deemed necessary. By signing Purchaser may be a party or by which the Purchaser is or may be bound; and (g) this Subscription Agreement has been duly executed and returning this Letter delivered by the Purchaser and constitutes a valid obligation of Transmittal, you acknowledge the Purchaser legally binding upon the Purchaser and agree that enforceable against the parties to the Merger Agreement may make revisions to the Merger Agreement before the Effective Time Purchaser in accordance with its terms. 2.2 The Purchaser represents and warrants, as at the provisions date given above and as of the Merger Agreement. Submission of this Letter of Transmittal is irrevocable. By signing and returning this Letter of TransmittalClosing Date, you represent and warrant to Parent and Merger Sub that that: (a) you are no prospectus has been delivered by the record owner Issuer to the Purchaser in connection with the distribution of the Units. The Purchaser has been advised that the issuance of the Units is exempted from the prospectus requirements of the Securities Act (British Columbia) (the "Act") and beneficial owner of, and have good and valid title to, as a result the LP Units Purchaser may not received information that you are surrendering for payment hereunder, would otherwise be required to be provided to the Purchaser under the Act or securities rules thereunder; (b) such LP the Purchaser is purchasing the Units as principal and no other person, corporation, firm or other organization will have a beneficial interest in the Units; (d) the Purchaser doe not beneficially own any Common Shares of the Issuer and does not intend to act in concert with any other person so as to render the Purchaser a "control person" as defined in the Act. (e) the Purchaser has no knowledge of a "material fact" or "material change" (as those terms are free defined in the Act) in the affairs of the Issuer that has not been generally disclosed to the public, save knowledge of this particular transaction; and (f) the Purchaser has sought and clear obtained independent legal advice regarding the purchase and re-sale of all Liens the Securities under the Act and the Rules. 2.3 The Issuer represents and warrants as at the date given above and as at the Closing, that: (other than restrictions on transfer imposed by applicable securities Laws)a) the Issuer and its subsidiaries, if any, are valid and subsisting corporations duly incorporated and in good standing under the laws of the Province of British Columbia; (b) the Issuer will reserve or set aside sufficient shares in the treasury of the Issuer to issue the Securities; (c) you do the Issuer is an "exchange issuer" as defined in the Act, which is recognized as such by the Commission and the Exchange, and is not own any LP Units other than those being surrendered in connection herewith, on the List of Defaulting Issuers maintained by the Commission; (d) you do the Issuer shall use its best efforts to diligently seek and obtain the acceptance for filing of this Subscription Agreement and the Investment and Participation Agreement by the Exchange and will make all filings necessary to obtain the exemptions from registration and prospectus requirements available under sections 31(2) and 55(2) of the Act respectively in respect of the transaction contemplated hereby; (e) the issuance and sale of the Securities by the Issuer does not own and will not conflict with and does not and will not result in a breach of any optionsof the terms, warrants, convertible securities conditions or provisions of its constating documents or any other similar rights, agreements, arrangements agreement or commitments relating instrument to such LP Units,which the Issuer is a party or by which it is bound; (f) this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Issuer and has been duly executed and delivered by the Issuer and constitutes a valid obligation of the Issuer legally binding upon it and enforceable in accordance with its terms; and

Acknowledgements, Representations and Warranties. By signing 7.1 Service Provider represents and returning this Letter of Transmittal, you acknowledge receipt of a copy of the Merger Agreement, including all exhibits attached thereto. You hereby acknowledge and agree warrants to Operator that you have (a) reviewed (i) it has all requisite power and authority to execute this Letter of Transmittal Agreement and all terms and conditions contained herein and the instructions provided in connection herewith and to perform its obligations hereunder, (ii) the Merger Agreement (including all exhibits attached thereto) and the terms its use of the Merger described therein Service and any of the Applications it provides through the Service do not and shall not infringe, or misappropriate the Intellectual Property Rights of any person or entity, (iii) it will use the Service in good faith and for lawful purposes and not for any criminal, fraudulent or other abusive purpose, (iv) it is in compliance and will comply with all Applicable Laws and regulations regarding its obligations under this Agreement, and (bv) had an opportunity it complies and will continue to consult withcomply with all of the Operator’s guidelines, policies and have relied solely upon business practices as set forth or referenced in this Agreement. 7.2 Service Provider further represents and warrants to Operator that all of the advice (if any) of, your legal, financial, accounting and/or tax advisors information provided by it to Operator when registering with respect to this Letter of Transmittal, the Merger Agreement and the transactions described herein and therein, in each case Operator for access to the extent you have deemed necessary. By signing Service was full, complete and returning this Letter of Transmittal, you acknowledge and agree that the parties to the Merger Agreement may make revisions to the Merger Agreement before the Effective Time in accordance with the provisions accurate as of the Merger Agreementtime of its registration and that such information will be updated promptly if any of the information changes in any material respect. 7.3 OPERATOR PROVIDES THE SERVICE “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” SERVICE PROVIDER BEARS THE RISK OF USING THE SERVICE IN ITS APPLICATION(S). Submission of this Letter of Transmittal is irrevocableTO THE EXTENT PERMITTED BY LAW, OPERATOR, ON BEHALF OF ITSELF, ITS AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES, EXCLUDES AND DISCLAIMS AND SERVICE PROVIDER WAIVES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE OF PRODUCT LIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, OR AVAILABILITY OR RELIABILITY OF THE SERVICE AND NON-INFRINGEMENT, RELATING TO ANY OPERATOR SERVICES. By signing WITHOUT LIMITING ANY OF THE FOREGOING, OPERATOR EXPRESSLY DISCLAIMS AND SERVICE PROVIDER WAIVES ANY WARRANTIES THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. 7.4 Service Provider acknowledges and returning this Letter of Transmittalagrees that Operator does not warrant the content, you represent and warrant to Parent and Merger Sub that (a) you are the record owner and beneficial owner ofavailability, and have good and valid title toaccuracy, the LP Units that you are surrendering for payment hereunder, (b) such LP Units are free and clear of all Liens (other than restrictions on transfer imposed by applicable securities Laws), (c) you do not own any LP Units other than those being surrendered in connection herewith, (d) you do not own any options, warrants, convertible securities or any other similar rightsaspect of any information including the Service and all data, agreementsfiles and other information or content in any form, arrangements accessible or commitments relating made available through the Service. 7.5 Service Provider acknowledges that the Operator may interrupt access to such LP Units,the Service in case of emergency or in order to provide maintenance in respect of the Service. 7.6 Service Provider represents and warrants that the Application does not and will not contain any offensive, obscene, or other materials or content that is prohibited or restricted under local regulations or laws of any territory where Service Provider uses the Service.

Acknowledgements, Representations and Warranties. By signing The Company, each Guarantor and returning this Letter of TransmittalHxxxxxxx acknowledges, you acknowledge receipt of a copy of the Merger agrees, represents and warrants as follows: (a) The Securities Purchase Agreement, including all exhibits attached theretothe Notes and the other Transaction Documents, in each case as amended hereby, are legal, valid, binding and enforceable against the Company and the Guarantors in accordance with their respective terms. (b) The Company’s and each Guarantor’s respective obligations under the Transaction Documents, as amended hereby, are not subject to any setoff, deduction, claim, counterclaim or defenses of any kind or character whatsoever. You hereby The Guarantor’s acknowledge and agree that you the “Obligations” (as defined in the Subsidiary Guaranty) include the Company’s obligations under the Bridge Note. (c) The Holder and the Collateral Agent have valid, enforceable and perfected security interests in and liens on the Collateral (aas defined in the Security Agreement), as to which there are no setoffs, deductions, claims, counterclaims, or defenses of any kind or character whatsoever. (d) reviewed Except as previously disclosed to the Holder in writing, the Company represents and warrants that (x) no Event of Default under the Notes has occurred and is continuing and (y) each of the Company’s representations and warranties set forth in the Securities Purchase Agreement are true and correct as if made on the date of this Amendment. Without limiting the generality of the foregoing, the Company repeats and re-acknowledges the Company’s representations, warranties, acknowledgments and covenants set forth in Sections 3.1(v) and 4.4 of the Securities Purchase Agreement. (e) The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Amendment and the Bridge Note and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Bridge Note 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 authorization, approval or action is required by the Company, the Board of Directors or the Company’s shareholders in connection herewith or therewith. This Amendment and the Bridge Note have been duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms. (f) Each Guarantor has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Amendment and otherwise to carry out such Guarantor’s obligations hereunder. The execution and delivery of this Amendment by each Guarantor and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Guarantor and no further authorization, approval or action is required by such Guarantor, its board of directors or equivalent governing body, or its shareholders in connection herewith. This Amendment has been duly executed by such Guarantor and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms. (g) The Company and the Guarantors sought the loans and credit accommodations afforded by the Bridge Loan from the Holder and the Holder did not solicit the Company and the Guarantors to enter into this Amendment or the Bridge Loan. The Company and the Guarantors, together with their financial and other professional advisors, had the opportunity to seek other sources of potential financing and, after evaluating such other potential financing options, the Company and the Guarantors, together with their financial advisors, determined that the terms of this Amendment and the Bridge Loan are in the best interest of the Company and the Guarantors and that such terms are fair and reasonable to the Company and the Guarantors in light of all relevant circumstances. (h) The Company and the Guarantors have received advice from legal counsel of their choosing with respect to this Amendment, the Bridge Loan and the transactions contemplated hereby and thereby. (i) The Company and the Guarantors hereby waive any claim, whether in tort, contract or otherwise, that (i) this Letter of Transmittal and all terms and conditions contained herein Amendment, the Bridge Loan and the instructions provided in connection herewith transactions contemplated hereby and thereby are usurious, unconscionable, predatory, fraudulent, tortious or violate law and (ii) the Merger Agreement (including all exhibits attached thereto) Company and the terms of the Merger described therein and (b) had an opportunity to consult with, and have relied solely upon the advice (if any) of, your legal, financial, accounting and/or tax advisors with respect to this Letter of Transmittal, the Merger Agreement and the transactions described herein and therein, in each case to the extent you have deemed necessary. By signing and returning this Letter of Transmittal, you acknowledge and agree that the parties to the Merger Agreement may make revisions to the Merger Agreement before the Effective Time in accordance with the provisions of the Merger Agreement. Submission of this Letter of Transmittal is irrevocable. By signing and returning this Letter of Transmittal, you represent and warrant to Parent and Merger Sub that (a) you are the record owner and beneficial owner of, and have good and valid title to, the LP Units that you are surrendering Guarantors did not receive reasonably equivalent value for payment hereunder, (b) such LP Units are free and clear of all Liens (other than restrictions on transfer imposed by applicable securities Laws), (c) you do not own any LP Units other than those being surrendered in connection herewith, (d) you do not own any options, warrants, convertible securities or any other similar rightstheir covenants, agreements, arrangements or commitments relating to such LP Units,waivers, representations, warranties, releases and acknowledgements set forth in this Amendment and the Bridge Loan. (j) The Holder fully and timely performed all of their respective obligations and duties in compliance with the Transaction Documents and applicable law, and has acted reasonably, in good faith and appropriately under the circumstances.