For Backstop Parties ONLY, confirm that you are a Backstop Party by checking the appropriate box in Item 5 of your Beneficial Holder Subscription Form, so that the Nominee will receive confirmation that payment does not have to be made prior to the Subscription Expiration Deadline. (This instruction is only for Backstop Parties). The Subscription Expiration Deadline is 5:00 p.m. (Prevailing Eastern Time) on [ · ], 2019. Beneficial Holder Subscription Forms (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) must be received by the Subscription Agent and the underlying Prepetition Notes must be delivered into ATOP by the Subscription Expiration Deadline or the subscription represented by your Beneficial Holder Subscription Form will not be recognized, and the associated Subscription Rights will be deemed forever relinquished and waived. If you hold your Prepetition Notes through a Nominee, please note that, unless otherwise directed by your Nominee, the Beneficial Holder Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) must be received by your Nominee in sufficient time to allow such Nominee to process and deliver your underlying Prepetition Notes through ATOP to the Subscription Agent by the Subscription Expiration Deadline or the subscription represented by your Beneficial Holder Subscription Form will not be recognized, and the associated Subscription Rights will be deemed forever relinquished and waived Further, the full payment of the Purchase Price by Noteholders who are not Backstop Parties must be received by the Subscription Agent by the Subscription Expiration Deadline or the subscription represented by your Beneficial Holder Subscription Form will not be recognized, and the associated Subscription Rights will be deemed forever relinquished and waived. Noteholders that are Backstop Parties must deliver the Purchase Price for their Subscribed Securities directly to the Subscription Agent or to the Escrow Account, as applicable, pursuant to the Funding Notice (except to the extent of any funding amounts previously provided by any such Noteholders to the Subscription Agent or the Escrow Account in accordance with the terms of the Backstop Commitment Agreement) no later than the Backstop Funding Deadline. Questions relating to the Rights Offering should be directed to the Subscription Agent at the following phone number or email address: +0 (000) 000-0000 (domestic toll-free) or +0 (000) 000-0000 (for international ca...

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Representations and Warranties by the Fund and the Adviser The Fund and the Adviser, jointly and severally, represent and warrant to each Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Date referred to in Section 2(c) hereof, and as of each Option Closing Date (if any) referred to in Section 2(b) hereof, and agree with each Underwriter, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8
Representations and Warranties by the Transaction Entities Each of the Transaction Entities, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:
Representations and Warranties of the Transaction Entities A. Each of the Transaction Entities hereby represents and warrants to, and covenants with, each Underwriter as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:
Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:
Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:
Representations and Warranties of Investors Each Investor, for that Investor alone, represents and warrants to the Company upon the acquisition of the Note and the Warrants as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT Each of Buyer and Parent represents and warrants with respect to itself to Sellers as follows:

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