Common use of Investment Representations and Warranties Clause in Contracts

Investment Representations and Warranties. Executive hereby represents and warrants as indicated below: (a) Executive has reviewed, completed and executed Schedule 3 hereto which is incorporated herein and made a part hereof by this reference, and the information provided to the Company in such Schedule 3 is complete and accurate. (b) Executive has such knowledge and experience in financial and business matters and Executive is capable of evaluating the merits and risks of an investment in the Company and of making an informed investment decision with respect thereto. (c) Executive has adequate means of providing for current needs and personal contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Company of the size contemplated. (d) Executive will purchase the Shares for Executive's own account and for investment purposes only, and Executive is not purchasing the Shares with a view to or for sale in connection with any distribution, resale or disposition of the Shares. (e) The information provided in this Section (including without limitation the information set forth on Schedule 3 hereto) may be relied upon in determining whether the offering in which the Executive proposes to participate is exempt from registration under the Securities Act of 1933, as amended, and applicable state securities laws and the rules promulgated thereunder. (f) Executive will notify the Company immediately of any material changes to the information given by Executive in this Section occurring prior to the closing of any purchase by Executive of the Shares. (g) Executive is an officer of the Company and as such has a high degree of familiarity with the business and operations of the Company and understands and has evaluated the merits and risks of the purchase of the Shares. (h) Executive has received a copy of the most recent Executive Equity Participation Materials of the Company (the "Materials"), prepared by the Company to describe the investment in the Company through purchase of the Shares, and Executive understands all of the information contained therein. Executive represents that Executive is relying solely upon the Materials and Executive's knowledge of the Company for the purpose of making Executive's decision to purchase the Shares, and Executive understands that no person has been authorized in connection with this offering to make any representations other than those contained in the Materials, and any representations not therein contained, if given or made, must not be relied upon as having been authorized by the Company.

Investment Representations and Warranties. Executive hereby represents and warrants as indicated below: (a) Executive has reviewed, completed and executed Schedule 3 hereto which Purchaser is incorporated herein and made a part hereof by this reference, and an “accredited investor” within the information provided to meaning of Rule 501 of Regulation D under the Company in such Schedule 3 is complete and accurateSecurities Act. (b) Executive Purchaser has such sufficient knowledge and experience in financial investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and business matters and Executive is capable merits of evaluating the merits and risks of an its investment in the Company and it is able financially to bear the risks thereof. (c) Based on the terms of making this Agreement and in reliance on the representations and warranties of the Company herein, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Common Shares, the Option and the Preferred Shares. Purchaser has conducted all due diligence and has received or has had full access to all the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, and to make an informed investment decision with respect thereto. (c) Executive to the Common Shares, the Option and the Preferred Shares to be issued to Purchaser. Purchaser further has adequate means of providing for current needs had an opportunity to ask questions and personal contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in receive answers from the Company regarding the terms and conditions of the size contemplatedoffering of the Common Shares, the granting of the Option and the offering of the Preferred Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had access. The foregoing, however, does not in any way limit or modify the representations and warranties made by the Company in Article II. (d) Executive will purchase The Common Shares and the Preferred Shares to be issued to Purchaser, and the Option to be granted to Purchaser, are being acquired for Executive's its own account for the purpose of investment and for investment purposes only, and Executive is not purchasing the Shares with a view to to, or for sale resale in connection with with, any distribution, resale or disposition distribution thereof within the meaning of the SharesSecurities Act. There are no other agreements, arrangements or understandings pursuant to which Purchaser has agreed to purchase shares of the Company’s Common Stock. (e) The information provided in this Section Purchaser understands that (including without limitation i) neither of the information set forth on Schedule 3 hereto) may be relied upon in determining whether Common Shares, the offering in which Option nor the Executive proposes to participate is exempt from registration Preferred Shares have not been registered under the Securities Act because of 1933their issuance in a transaction exempt from the registration requirements of the Securities Act, (iii) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares can only be disposed of if such disposition is either registered under the Securities Act or is exempt from such registration, (iv) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon the conversion of the Preferred Shares will bear the legends to such effect set forth or described in Section 3.09, and (v) Purchaser may be, as amendeda result of its due diligence investigations and negotiations for this Agreement, in possession of material non-public information concerning the Company and its subsidiary, their assets, operations and financial condition, and applicable state accordingly may be subject to liabilities under the Exchange Act if Purchaser, its officers, directors, affiliates and controlling persons engage in trading in securities laws and the rules promulgated thereunder. (f) Executive will notify the Company immediately of any material changes to the information given by Executive in this Section occurring prior to the closing of any purchase by Executive of the Shares. (g) Executive is an officer of the Company and as while in possession of such has a high degree of familiarity with the business and operations of the Company and understands and has evaluated the merits and risks of the purchase of the Sharesmaterial non-public information. (h) Executive has received a copy of the most recent Executive Equity Participation Materials of the Company (the "Materials"), prepared by the Company to describe the investment in the Company through purchase of the Shares, and Executive understands all of the information contained therein. Executive represents that Executive is relying solely upon the Materials and Executive's knowledge of the Company for the purpose of making Executive's decision to purchase the Shares, and Executive understands that no person has been authorized in connection with this offering to make any representations other than those contained in the Materials, and any representations not therein contained, if given or made, must not be relied upon as having been authorized by the Company.

Investment Representations and Warranties. Executive hereby represents and warrants as indicated below: (a) Executive has reviewed, completed and executed Schedule 3 hereto which The Stock Consideration is incorporated herein and made a part hereof being obtained by this referenceSeller for its own account for investment purposes, and the information provided to the Company in such Schedule 3 is complete and accurate. (b) Executive has such knowledge and experience in financial and business matters and Executive is capable of evaluating the merits and risks of an investment in the Company and of making an informed investment decision with respect thereto. (c) Executive has adequate means of providing for current needs and personal contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Company of the size contemplated. (d) Executive will purchase the Shares for Executive's own account and for investment purposes only, and Executive is not purchasing the Shares with a view to toward or for sale offer or resale in connection with any distributiondistribution thereof, resale or disposition with any present intention of offering, distributing, or selling. The Seller acknowledges that the Shares. (e) The information provided in this Section (including without limitation the information set forth on Schedule 3 hereto) may be relied upon in determining whether the offering in which the Executive proposes to participate is exempt from registration Stock Consideration has not been registered under the securities laws of any jurisdiction, including the U.S. Securities Act of 1933, as amended, and applicable the rules and regulations promulgated thereunder (the “Securities Act”), or any state securities laws, and agrees that the Stock Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless the Stock Consideration is registered under any such laws and the rules promulgated thereunderor unless an exemption from such registration is available under such laws. (fb) Executive will notify Seller (either alone or together with its advisors) (i) has had access to and continues to have access to information from Xxxxxx concerning Xxxxxx and the Company immediately Sellers’ investment, (ii) has had the opportunity to discuss the business of Xxxxxx with the management of Xxxxxx, including the opportunity to ask questions of and receive answers from Xxxxxx and (ii) has had the opportunity to obtain any material changes and all additional information necessary to verify the accuracy of information that the Seller deems relevant to make an informed investment decision as to the information given by Executive in this Section occurring prior to the closing of any purchase by Executive acquisition of the SharesStock Consideration. (gc) Executive is an officer Seller (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of the Company and as such has a high degree of familiarity with the business and operations of the Company and understands and has evaluated evaluating the merits and risks of its investment in the purchase Stock Consideration and is capable of bearing the Shareseconomic risks of such investment. Seller is an Accredited Investor as defined in Rule 501 of Regulation D promulgated under the Securities Act. (hd) Executive has received a copy of The Seller agrees that the most recent Executive Equity Participation Materials of Stock Consideration shall bear the Company following restrictive legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the "Materials"THE “SECURITIES ACT’), prepared by the Company to describe the investment in the Company through purchase of the SharesOR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, and Executive understands all of the information contained therein. Executive represents that Executive is relying solely upon the Materials and Executive's knowledge of the Company for the purpose of making Executive's decision to purchase the SharesSOLD, and Executive understands that no person has been authorized in connection with this offering to make any representations other than those contained in the MaterialsPLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, and any representations not therein containedIN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, if given or madeAND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, must not be relied upon as having been authorized by the CompanyUNLESS XXXXXX HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH APPLICABLE LAWS.”

Investment Representations and Warranties. Executive hereby represents i. The CLRI Series E Convertible Preferred Shares will be acquired by Collabria for its own account and warrants as indicated below: not with a view to or for sale or other disposition in connection with any transaction that will not be exempt from the registration requirements of the Securities Act of 1933 (athe “Securities Act”) Executive has reviewed, completed and executed Schedule 3 hereto which is incorporated herein and made a part hereof by this reference, and the information provided to the Company in such Schedule 3 is complete and accurateany applicable state securities laws. (b) Executive has such knowledge and experience in financial and business matters and Executive ii. Collabria is capable of evaluating the merits and risks of an investment in the Company CLRI Series E Convertible Preferred Shares and has such knowledge, experience and skill in financial and business matters that it is capable of making evaluating the merits and risks of the investment in CLRI Series E Convertible Preferred Shares and the suitability of the CLRI Series E Convertible Preferred Shares as an informed investment decision with respect thereto. (c) Executive has adequate means of providing for current needs and personal contingencies, has no need for liquidity in the investment, and is able to can bear the economic risk of an investment in therein for an indefinite period of time. No guarantees have been made or can be made with respect to the Company future value, if any, of the size contemplatedCLRI Convertible Preferred Shares or the profitability or success of the business of CLRI. (d) Executive iii. Collabria understands that the CLRI Series E Convertible Preferred Shares will purchase not have been registered under the Securities Act or any applicable state securities laws, that the CLRI Series E Convertible Preferred Shares for Executive's own account and for investment purposes onlywill be characterized as “restricted securities” under federal securities laws, and Executive is that under such laws and applicable regulations the CLRI Series E Convertible Preferred Shares cannot purchasing the Shares with a view to be sold or for sale in connection with any distribution, resale or disposition otherwise disposed of the Shares. (e) The information provided in this Section (including without limitation the information set forth on Schedule 3 hereto) may be relied upon in determining whether the offering in which the Executive proposes to participate is exempt from registration under the Securities Act of 1933or an exemption therefrom. In this connection, Collabria represents that it is familiar with Rule 144 promulgated under the Act, as amendedcurrently in effect, and applicable state securities laws understands the resale limitations imposed thereby and by the rules promulgated thereunder. (f) Executive will notify the Company immediately of any material changes Securities Act. Stop transfer instructions may be issued to the information given by Executive in this Section occurring prior to the closing transfer agent for securities of any purchase by Executive of the Shares. CLRI Series E Convertible Preferred Shares (g) Executive is an officer of the Company and as such has or a high degree of familiarity with the business and operations of the Company and understands and has evaluated the merits and risks of the purchase of the Shares. (h) Executive has received a copy of the most recent Executive Equity Participation Materials of the Company (the "Materials"), prepared by the Company to describe the investment notation may be made in the Company through purchase appropriate records of the Shares, and Executive understands all of the information contained therein. Executive represents that Executive is relying solely upon the Materials and Executive's knowledge of the Company for the purpose of making Executive's decision to purchase the Shares, and Executive understands that no person has been authorized CLRI) in connection with this offering the CLRI Series E Convertible Preferred Shares, but only to make any representations other than those contained in the Materials, and any representations not therein contained, if given or made, must not be relied upon as having been authorized by the Companyextent customary for securities which are “restricted securities.”

Investment Representations and Warranties. Executive hereby represents and warrants as indicated below: (a) Executive has reviewedThe Shares being acquired by Seller, completed and executed Schedule 3 hereto which is incorporated herein and made a part hereof by this reference, the Warrant and the information provided shares to be issued pursuant to the Company Warrant, if any (the "Warrant Shares") are being acquired by Seller for its own account and not with a view to or for sale or other disposition in connection with any distribution of all of such Schedule 3 is complete Shares, the Warrant or the Warrant Shares, or any part thereof, in any transaction that would be in violation of the Securities Act or the securities laws of any state, without prejudice, however, to the rights of Seller at all times to sell or otherwise dispose of all or any part of such Shares, the Warrant and accuratethe Warrant Shares under an effective registration statement under the Act or under an exemption from such registration available under the Securities Act. (b) Executive has such knowledge and experience in financial and business matters and Executive Seller represents that it is capable of evaluating the merits and risks of an investment in such Shares, the Company Warrant and the Warrant Shares and has such knowledge, experience and skill in financial and business matters that it is capable of making evaluating the merits and risks of the investment in ADM and the suitability of such Shares, the Warrant and the Warrant Shares as an informed investment decision with respect thereto. (c) Executive has adequate means of providing for current needs and personal contingencies, has no need for liquidity in the investment, and is able to can bear the economic risk of an investment in such Shares, the Company Warrant and the Warrant Shares. No guarantees have been made or can be made with respect to the future value, if any, of such Shares, the Warrant, or the Warrant Shares or the profitability or success of the size contemplatedbusiness of ADM. (dc) Executive Seller understands that such Shares, the Warrant and the Warrant Shares will purchase not have been registered pursuant to the Securities Act or any applicable state securities laws, that such Shares, the Warrant and the Warrant Shares for Executive's own account and for investment purposes onlywill be characterized as "restricted securities" under federal securities laws, and Executive is that under such laws and applicable regulations such Shares, the Warrant and the Warrant Shares cannot purchasing the Shares with a view to be sold or for sale in connection with any distribution, resale or disposition otherwise disposed of the Shares. (e) The information provided in this Section (including without limitation the information set forth on Schedule 3 hereto) may be relied upon in determining whether the offering in which the Executive proposes to participate is exempt from registration under the Securities Act of 1933or an exemption therefrom. In this connection, Seller represents that it is familiar with Rule 144 promulgated under the Act, as amendedcurrently in effect, and applicable state securities laws understands the resale limitations imposed thereby and by the rules promulgated thereunder. (f) Executive will notify the Company immediately of any material changes Securities Act. Stop transfer instructions may be issued to the information given by Executive in this Section occurring prior to the closing transfer agent for securities of any purchase by Executive of the Shares. ADM (g) Executive is an officer of the Company and as such has or a high degree of familiarity with the business and operations of the Company and understands and has evaluated the merits and risks of the purchase of the Shares. (h) Executive has received a copy of the most recent Executive Equity Participation Materials of the Company (the "Materials"), prepared by the Company to describe the investment notation may be made in the Company through purchase appropriate records of the Shares, and Executive understands all of the information contained therein. Executive represents that Executive is relying solely upon the Materials and Executive's knowledge of the Company for the purpose of making Executive's decision to purchase the Shares, and Executive understands that no person has been authorized ADM) in connection with this offering such Shares, the Warrant and the Warrant Shares, but only to make any representations other than those contained in the Materials, and any representations not therein contained, if given or made, must not be relied upon as having been authorized by the Companyextent customary for securities which are "restricted securities."

Investment Representations and Warranties. Executive hereby The Investor further represents and warrants as indicated belowthat: (a) Executive has reviewedINVESTMENT EXPERIENCE. The Investor represents that Investor is an accredited investor as defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission, completed is experienced in evaluating and executed Schedule 3 hereto which is incorporated herein and made a part hereof by this referenceextending financing to companies such as the Company, and the information provided to the Company in such Schedule 3 is complete and accurate. (b) Executive has such knowledge and experience in financial and business matters and Executive is as to be capable of evaluating the merits and risks of an the investment, and has the ability to bear the economic risks of the investment in the Company and of making to make an informed investment decision with respect thereto. The Investor further represents that Investor has reviewed the Company's filings with the Securities and Exchange Commission and such other information regarding the Company, its business and financial condition, that Investor deems to be important to making an informed decision with respect to the purchase of the Notes and that Investor has had, during the course of the transaction and prior to the purchase of the Notes, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to or to which Investor had access. (b) INVESTOR REPRESENTATIVE. If the Investor has used the services of a Purchaser Representative, the Investor has received confirmation in writing from such Purchaser Representative concerning the specific details of any and all past, present or future relationships, actual or contemplated, between himself or his affiliates and the Company or any of its affiliates, and any compensation received or to be received as a result of any such relationships. (c) Executive has adequate means ACQUISITION FOR INVESTMENT FOR INVESTOR'S OWN ACCOUNT. This Agreement is made with the Investor in reliance upon Investor's representation to the Company, which by its acceptance hereof the Investor hereby confirms and which by acceptance of providing for current needs any Note, the Holder thereof shall also confirm, that the Notes are being and personal contingencies, has no need for liquidity in the investment, and is able to bear the economic risk shares of an investment in the Company Common Stock issuable upon conversion of the size contemplated. (d) Executive Notes will purchase the Shares for Executive's own account and for investment purposes onlybe, and Executive is not purchasing the Shares with a view unless such shares have been registered pursuant to or for sale in connection with any distribution, resale or disposition of the Shares. (e) The information provided in this Section (including without limitation the information set forth on Schedule 3 hereto) may be relied upon in determining whether the offering in which the Executive proposes to participate is exempt from registration under the Securities Act of 1933, as amended, amended (the "1933 Act") and applicable state securities laws blue sky laws, acquired for investment for Investor's (Note Holder's) own account, not as a nominee or agent and not with a view to the rules promulgated thereunder. (f) Executive will notify the Company immediately sale or distribution of any material changes part thereof, and that Investor (Note Holder) has no present intention of selling, granting participation in, or otherwise distributing the same. Any resales of the Notes or any shares of Common Stock issued upon the conversion thereof will be in conformity with applicable law. By executing this Agreement (or a Note), Investor (Note Holder) further represents that Investor (Note Holder) does not have any contract, undertaking, agreement, or arrangement with any person in violation of any United States federal or state law to sell, transfer, or grant participations to such person, or to any third person, with respect to the information given by Executive in this Section occurring prior to Notes or any shares of Common Stock issued upon the closing of any purchase by Executive conversion thereof. Investor (Note Holder) realizes that the basis for the exemption from the registration requirements of the Shares. (g) Executive is an officer of the Company and as such has a high degree of familiarity with the business and operations of the Company and understands and has evaluated the merits and risks of the purchase of the Shares. (h) Executive has received a copy of the most recent Executive Equity Participation Materials of the Company (the "Materials")1933 Act, prepared relied upon by the Company to describe the investment in the Company through purchase of the Shares, and Executive understands all of the information contained therein. Executive represents that Executive is relying solely upon the Materials and Executive's knowledge of the Company for the purpose of making Executive's decision to purchase the Shares, and Executive understands that no person has been authorized in connection with this offering to make any representations other than those contained the Offering, may not be present if, notwithstanding such representation, the Investor (Note Holder) has in mind merely acquiring the Notes for a fixed or determinable period and selling the Notes in the Materialsfuture, and Investor hereby confirms the absence of any representations not therein contained, if given or made, must not be relied upon as having been authorized by the Companysuch intention.

Investment Representations and Warranties. Executive hereby represents Seller understands and warrants acknowledges that the Common Stock to be sold, transferred and assigned to it hereunder has not been and will not be registered under the Securities Act and is being issued and delivered hereunder pursuant to an exemption from the registration requirements of Section 5 of the Securities Act inasmuch as indicated belowthe issuance of such shares involves a transaction by an issuer not involving a public offering and that reliance upon such exemption is predicated in part upon the following representations and warranties of Seller: (a) Executive has reviewedSeller is acquiring the Common Stock for investment purposes only, completed and executed Schedule 3 hereto which is incorporated herein and made a part hereof by this referencefor its own account, and not with any view to, or in connection with any distribution other than to its Members or public offering thereof within the information provided to meaning of the Company in such Schedule 3 is complete and accurateSecurities Act. (b) Executive Seller understands that the Common Stock has not been registered under the Securities Act or any state securities law by reason of its issuance in a transaction which is exempt from the registration requirements of the Securities Act and such laws and the Common Stock must be held indefinitely unless it is subsequently registered under the Securities Act and such laws or a subsequent disposition thereof is exempt from registration under the applicable provisions of the Securities Act and such laws. (c) Seller has sufficient knowledge and experience expertise in business and financial matters so as to enable it to analyze and business matters and Executive is capable of evaluating evaluate the merits and risks of an investment in acquiring the Company and Common Stock pursuant to the terms of making an informed investment decision with respect thereto. (c) Executive has adequate means of providing for current needs and personal contingencies, has no need for liquidity in the investment, this Agreement and is able to bear the economic risk of an such acquisition, including a complete loss of its investment in the Company of the size contemplatedCommon Stock. (d) Executive will purchase Seller acknowledges that it has made detailed inquiries concerning the Shares for Executive's own account Purchaser and for investment purposes only, its business and Executive is not purchasing that the Shares with a view to or for sale in connection with any distribution, resale or disposition officers of the SharesPurchaser have made available to the Seller any and all written information which it has requested and have answered to Seller’s satisfaction all inquiries made by Seller. (e) The information transactions provided for in this Section Agreement with respect to the Common Stock are not part of any pre-existing plan or arrangement for, and there is no agreement or other understanding with respect to, the distribution by Seller of any of the Common Stock other than to its Members. (including without limitation f) Notwithstanding the information set forth on Schedule 3 hereto) may be relied upon foregoing, Seller intends, ultimately, to distribute the Common Stock to its Members in determining whether the offering in which the Executive proposes to participate is a transaction or series of transactions exempt from registration under the Securities Act of 1933, as amended, and applicable state securities laws and the rules promulgated thereunderAct. (f) Executive will notify the Company immediately of any material changes to the information given by Executive in this Section occurring prior to the closing of any purchase by Executive of the Shares. (g) Executive is an officer of the Company and as such has a high degree of familiarity with the business and operations of the Company and understands and has evaluated the merits and risks of the purchase of the Shares. (h) Executive has received a copy of the most recent Executive Equity Participation Materials of the Company (the "Materials"), prepared by the Company to describe the investment in the Company through purchase of the Shares, and Executive understands all of the information contained therein. Executive represents that Executive is relying solely upon the Materials and Executive's knowledge of the Company for the purpose of making Executive's decision to purchase the Shares, and Executive understands that no person has been authorized in connection with this offering to make any representations other than those contained in the Materials, and any representations not therein contained, if given or made, must not be relied upon as having been authorized by the Company.

Investment Representations and Warranties. Executive hereby represents In connection with the purchase of the Shares, Purchaser makes the following representations and warrants warranties to the Company as indicated belowof the Effective Date and as of the date of the Closing: (a) Executive This Agreement has reviewed, completed been duly authorized and executed Schedule 3 hereto which is incorporated herein by Purchaser and, when delivered by Purchaser in accordance with its terms, will constitute the valid and made legally binding obligation of Purchaser, enforceable against it in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a part hereof court of law or a court of equity and by this referencebankruptcy, insolvency and the information provided to the Company in such Schedule 3 is complete similar laws affecting creditors’ rights and accurateremedies generally. (b) Executive has such knowledge Purchaser understands that the Company is a reporting company under the Exchange Act, and experience in the Company’s various periodic reports and other SEC filings are available for public inspection on the XXXXX system at xxx.xxx.xxx. Purchaser further acknowledges that Purchaser and Purchaser’s advisors have had the opportunity to ask questions of and receive answers from the Company’s management concerning this investment. Purchaser is aware of the Company’s business affairs and financial condition based on the said public available information and business matters the answers from the Company’s management (the “Information”), and Executive is capable of evaluating Purchaser and Purchaser’s advisors have evaluated the merits and risks of an investment in the Company and of making an informed investment decision with respect theretodecided to acquire the Shares based on such Information and on the Company’s representations and warranties set forth in Section 4 above. (c) Executive has adequate means Purchaser understands that the Shares have not been registered under the U.S. Securities Act by reason of providing for current needs and personal contingenciesa specific exemption therefrom, has no need for liquidity in which exemption depends upon, among other things, the investment, and is able to bear the economic risk bona fide nature of an Purchaser’s investment in the Company of the size contemplatedintent as expressed herein. (d) Executive will purchase Purchaser understands that the Shares are “restricted securities” as defined in Rule 144 promulgated under the Securities Act and that, consequently, Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission (the “Commission”) and qualified by state authorities and resold pursuant to the requirements of such registration/qualification, or an exemption from such registration and qualification requirements is available. Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for Executive's own account and for investment purposes onlythe Shares, and Executive requirements relating to the Company which are outside of Purchaser’s control, and which the Company is under no obligation and may not purchasing the Shares with a view be able to or for sale in connection with any distribution, resale or disposition of the Sharessatisfy. (e) The information provided Purchaser is an “accredited investor,” as defined in this Section (including without limitation the information set forth on Schedule 3 hereto) may be relied upon in determining whether the offering in which the Executive proposes to participate is exempt from registration Rule 501 promulgated under the Securities Act of 1933, as amended, and applicable state securities laws and the rules promulgated thereunderAct. (f) Executive will notify the Company immediately of Purchaser has not entered into any material changes agreement to pay commissions to any persons with respect to the information given by Executive in this Section occurring prior to the closing of any purchase by Executive or sale of the Shares, except commissions for which Purchaser will be responsible. (g) Executive is an officer of the Company and as such has a high degree of familiarity with the business and operations of the Company and Purchaser understands and acknowledges that no Japanese or United States federal or state agency, governmental authority, regulatory body, stock exchange or other entity has evaluated made any finding or determination as to the merits and risks of the purchase of this investment, nor have any such agencies, governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to the Shares. (h) Executive has received a copy Purchaser, in evaluating the merits of the most recent Executive Equity Participation Materials of the Company (the "Materials"), prepared by the Company to describe the an investment in the Company through purchase of the Shares, and Executive understands all of is not relying on the information contained therein. Executive represents that Executive is relying solely upon the Materials and Executive's knowledge of Company, its counsel, or any financial or other advisor to the Company for an evaluation of the purpose tax, legal or other consequences of making Executive's decision to purchase an investment in the Shares. (i) Purchaser is purchasing the Shares for investment for its own account only and not with a view to, and Executive understands that no person has been authorized or for resale in connection with this offering to make with, any representations other than those contained in “distribution” thereof within the Materials, and any representations not therein contained, if given or made, must not be relied upon as having been authorized by meaning of Section 2(11) of the CompanySecurities Act.

Investment Representations and Warranties. Executive hereby represents and warrants as indicated below: Xxxxxxx does not have any Contract with any Person to sell, transfer or grant any rights of participation to such Person, or to any third party, with respect to the Contribution Consideration Shares. Xxxxxxx (a) Executive has reviewedcarefully read and understands in their entirety this Agreement, the Ancillary Agreements to which it is, or will become pursuant to this Agreement, a party and all materials provided by or on behalf of SPAC, PubCo or their respective Representatives to Xxxxxxx or its Representatives pertaining to an investment in PubCo, (b) is fully aware of the contents of this Agreement, the Ancillary Agreements to which it is, or will become pursuant to this Agreement, a party and such materials and the meaning, intent and legal effect hereof and thereof, (c) has the requisite corporate power and authority to execute this Agreement and the Ancillary Agreements to which it is, or will become pursuant to this Agreement, a party and has executed, or will execute this Agreement and such Ancillary Agreements free from coercion, duress or undue influence, and (d) has consulted, as Xxxxxxx has deemed advisable, with its own attorneys, accountants and investment advisors and other Representatives with respect to the investment contemplated hereby and its suitability for Xxxxxxx. Xxxxxxx acknowledges that the Contribution Consideration Shares may be subject at any time to dilution for Events not under the control of Xxxxxxx. Xxxxxxx has completed its independent inquiry, including with consultation, as Xxxxxxx has deemed advisable, with its own attorneys, accountants and executed Schedule 3 hereto investment advisors and other Representatives in determining the legal, Tax, financial and other consequences of this Agreement, the Ancillary Agreements to which is incorporated herein it is, or will become pursuant to this Agreement, a party and made a part hereof by this referencethe Transactions, including the Share Contribution, and the information provided suitability of this Agreement, the Ancillary Agreements to the Company in such Schedule 3 is complete and accurate. (b) Executive has such knowledge and experience in financial and business matters and Executive is capable of evaluating the merits and risks of an investment in the Company and of making an informed investment decision with respect thereto. (c) Executive has adequate means of providing for current needs and personal contingencieswhich it is, has no need for liquidity in the investmentor will become pursuant to this Agreement, and is able to bear the economic risk of an investment in the Company of the size contemplated. (d) Executive will purchase the Shares for Executive's own account and for investment purposes only, and Executive is not purchasing the Shares with a view to or for sale in connection with any distribution, resale or disposition of the Shares. (e) The information provided in this Section (including without limitation the information set forth on Schedule 3 hereto) may be relied upon in determining whether the offering in which the Executive proposes to participate is exempt from registration under the Securities Act of 1933, as amended, and applicable state securities laws party and the rules promulgated thereunderTransactions, including the Share Contribution, for Xxxxxxx and its particular circumstances. (f) Executive will notify the Company immediately of any material changes to the information given by Executive in this Section occurring prior to the closing of any purchase by Executive of the Shares. (g) Executive is an officer of the Company and as such has a high degree of familiarity with the business and operations of the Company and understands and has evaluated the merits and risks of the purchase of the Shares. (h) Executive has received a copy of the most recent Executive Equity Participation Materials of the Company (the "Materials"), prepared by the Company to describe the investment in the Company through purchase of the Shares, and Executive understands all of the information contained therein. Executive represents that Executive is relying solely upon the Materials and Executive's knowledge of the Company for the purpose of making Executive's decision to purchase the Shares, and Executive understands that no person has been authorized in connection with this offering to make any representations other than those contained in the Materials, and any representations not therein contained, if given or made, must not be relied upon as having been authorized by the Company.

Investment Representations and Warranties. Executive hereby ----------------------------------------- represents and warrants as indicated below: (a) Executive has reviewed, completed and executed Schedule 3 hereto which is incorporated herein and made a part hereof by this reference, and the information provided to the Company in such Schedule 3 is complete and accurate. (b) Executive has such knowledge and experience in financial and business matters and Executive is capable of evaluating the merits and risks of an investment in the Company and of making an informed investment decision with respect thereto. (c) Executive has adequate means of providing for current needs and personal contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Company of the size contemplated. (d) Executive will purchase the Shares for Executive's own account and for investment purposes only, and Executive is not purchasing the Shares with a view to or for sale in connection with any distribution, resale or disposition of the Shares. (e) The information provided in this Section (including without limitation the information set forth on Schedule 3 hereto) may be relied upon in determining whether the offering in which the Executive proposes to participate is exempt from registration under the Securities Act of 1933, as amended, and applicable state securities laws and the rules promulgated thereunder. (f) Executive will notify the Company immediately of any material changes to the information given by Executive in this Section occurring prior to the closing of any purchase by Executive of the Shares. (g) Executive is an officer of the Company and as such has a high degree of familiarity with the business and operations of the Company and understands and has evaluated the merits and risks of the purchase of the Shares. (h) Executive has received a copy of the most recent Executive Equity Participation Materials of the Company (the "Materials"), prepared by the Company to describe the investment in the Company through purchase of the Shares, and Executive understands all of the information contained therein. Executive represents that Executive is relying solely upon the Materials and Executive's knowledge of the Company for the purpose of making Executive's decision to purchase the Shares, and Executive understands that no person has been authorized in connection with this offering to make any representations other than those contained in the Materials, and any representations not therein contained, if given or made, must not be relied upon as having been authorized by the Company.

Investment Representations and Warranties. Executive hereby represents and warrants as indicated below: (a) Executive has reviewed, completed Liberty understands that the offering and executed Schedule 3 hereto which is incorporated herein and made a part hereof by this reference, and the information provided to the Company in such Schedule 3 is complete and accurate. (b) Executive has such knowledge and experience in financial and business matters and Executive is capable of evaluating the merits and risks of an investment in the Company and of making an informed investment decision with respect thereto. (c) Executive has adequate means of providing for current needs and personal contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Company sale of the size contemplated. (d) Executive will purchase the Shares for Executive's own account and for investment purposes only, and Executive Preferred Interests is not purchasing the Shares with a view intended to or for sale in connection with any distribution, resale or disposition of the Shares. (e) The information provided in this Section (including without limitation the information set forth on Schedule 3 hereto) may be relied upon in determining whether the offering in which the Executive proposes to participate is exempt from registration under the Securities Act of 1933, as amendedamended (the "Securities Act"), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder and that the Company's reliance on such exemption is predicated upon, among other things, the bona fide nature of Liberty's investment intent expressed herein. (b) Liberty believes it has received all the information, records and books it considers necessary or appropriate for deciding whether to purchase the Preferred Interests. (c) Liberty has had a reasonable opportunity to ask questions and receive answers from all persons acting on behalf of the Company concerning the Company and the Preferred Interests, and applicable state securities laws all such questions have been answered to the full satisfaction of Liberty. Nothing contained in Section 2.4(b) and (c) in any way derogates from the rules promulgated thereunderrepresentations and warranties of the Company made herein or Liberty's reliance thereon. (d) Liberty is not subscribing for the Preferred Interests as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than a member or agent of the Company. (e) Liberty has such knowledge and experience in financial, tax and business matters so as to enable it to utilize the information made available it to evaluate the merits and risks of an investment in the Company, and to make an informed investment decision with respect thereto. (f) Executive Liberty will notify not sell or otherwise transfer any of the Company immediately Preferred Interests without registration under the Securities Act or applicable state securities laws, or pursuant to an exemption therefrom. The Preferred Interests have not been registered under the Securities Act or under the securities laws of any material changes states. Liberty represents that (i) it is purchasing the Preferred Interests for its own account, for investment and not with an intention to resell or distribute the information given by Executive in this Section occurring prior to Preferred Interests, (ii) it is aware that there is currently no market for the closing of any purchase by Executive Preferred Interests and (iii) an exemption from the registration requirements of the SharesSecurities Act pursuant to Rule 144 promulgated thereunder is not presently available. (g) Executive is Liberty recognizes that an officer investment in the Company involves substantial risks, including loss of the Company entire amount of such investment, and as such has a high degree of familiarity with the business taken full cognizance of, and operations understands all of the Company and understands and has evaluated the merits and risks of related to, the purchase of the SharesPreferred Interests. (h) Executive Liberty has received a copy no agreement or arrangement with any person or entity to sell, transfer or pledge the Preferred Interests, and Liberty is the sole party in interest with regard to the Preferred Interests. (i) Liberty has substantial experience in making investment decisions of this type and is aware of the most recent Executive Equity Participation Materials fundamental risks and financial hazards of purchasing the Company (the "Materials"), prepared by the Company to describe the Preferred Interests hereby subscribed for and acknowledges that an investment in the Company through purchase of the Sharesshould be considered only by a sophisticated investor financially able to maintain such investor's investment and pay taxes with respect thereto from other sources, and Executive understands who can afford to lose all or a substantial part of such investment. (j) Liberty agrees that the information contained therein. Executive represents Preferred Interests will not be sold, transferred or otherwise disposed of without complying with the Securities Act and any applicable state securities law. (k) Liberty acknowledges and agrees that Executive is relying solely upon any and all projections or analyses delivered to it by the Materials and Executive's knowledge Company, the members or employees of the Company for the purpose of making Executive's decision to purchase the Shares, and Executive understands that no person has been authorized in connection with this offering to make any representations other than those contained in the Materials, and any representations not therein contained, if given or made, must its respective agents or representatives should not be construed or relied upon as having been authorized by an indication of the Company's future or anticipated financial performance, provided that the Company has no knowledge that the assumptions underlying such projections or analyses are untrue as of the date hereof.

Investment Representations and Warranties. Executive hereby represents and warrants as indicated below: (a) Executive has reviewed, completed and executed Schedule 3 hereto which The Company Issuer is incorporated herein and made a part hereof by this reference, acquiring the Subsidiary Equity Interests and the information provided to the Company in such Schedule 3 is complete and accuratePittsburg LLC Interests for investment purposes for its own account only. (b) Executive has such knowledge The Company Issuer and experience in financial and business matters and Executive is capable of evaluating the merits and risks of an investment in the Company and of making an informed investment decision with respect thereto. (c) Executive has adequate means of providing for current needs and personal contingencies, has no need for liquidity in the investment, and is Highstar Entities are financially able to bear the economic risk of an investment in the Subsidiary Equity Interests and the Pittsburg LLC Interests and have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of such investment, as the case may be, and can afford a complete loss of their investment. (c) The Company Issuer and the Highstar Entities acknowledge that (i) the Subsidiary Equity Interests and the Pittsburg LLC Interests have not been registered under the Securities Act or with any state securities agency or similar Governmental Authority, or qualified under any applicable blue sky laws, and that Sellers have not undertaken such registration or qualification, in reliance, in part, on the representations, warranties, and agreements in this Article V (including the representations and warranties with respect to the bona fide nature of the size contemplatedinvestment intent); (ii) Sellers are under no obligation to register or qualify the Subsidiary Equity Interests or the Pittsburg LLC Interests under the Securities Act or under any state securities law, or to assist the Company Issuer or the Highstar Entities in complying with any exemption from registration and qualification; (iii) the Subsidiary Equity Interests and the Pittsburg LLC Interests are “restricted securities” under the Securities Act in that such interests will be acquired from Sellers in a transaction not involving a public offering, may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and, in the absence of an effective registration statement covering such interests or an available exemption from registration under the Securities Act, such interests must be held indefinitely; (iv) there are substantial restrictions on the transferability of the Subsidiary Equity Interests and the Pittsburg LLC Interests pursuant to the Organizational Documents of the applicable entity; (v) there is no public market for the Subsidiary Equity Interests and the Pittsburg LLC Interests and none is expected to develop, and that, accordingly, it may not be possible to liquidate its investment; and (vi) the Subsidiary Equity Interests and the Pittsburg LLC Interests are speculative investments that involve a substantial degree of risk of loss of an entire investment, and the Company Issuer and the Highstar Entities understand and take full cognizance of the risks related to the purchase of such interest. (d) Executive will purchase The Company Issuer and the Shares Highstar Entities have been provided an opportunity for Executive's own account a reasonable time prior to the date hereof to obtain information concerning the offering of the Subsidiary Equity Interests and for investment purposes onlythe Pittsburg LLC Interests, Sellers, and Executive is all other information to the extent Sellers possesses such information or can acquire it without unreasonable effort or expense. The Company Issuer and the Highstar Entities have been given the opportunity for a reasonable time prior to the date hereof to ask questions of, and receive answers from, Sellers or their representatives concerning the terms and conditions of the offering of the Subsidiary Equity Interests and the Pittsburg LLC Interests and other matters pertaining to this investment. The Company Issuer and the Highstar Entities have not purchasing the Shares been furnished with a view to any representation, oral or for sale otherwise, or information, oral or otherwise, in connection with any distribution, resale or disposition the offering of the Shares. (e) The information provided Subsidiary Equity Interests and the Pittsburg LLC Interests other than Sellers’ express representations and warranties set forth herein and are not relying on Sellers, their Affiliates or their representatives with respect to economic considerations involved in this Section (including without limitation the information set forth on Schedule 3 hereto) may be relied upon in determining whether the offering in which the Executive proposes to participate is exempt from registration under the Securities Act of 1933, as amended, and applicable state securities laws and the rules promulgated thereunderinvestment. (f) Executive will notify the Company immediately of any material changes to the information given by Executive in this Section occurring prior to the closing of any purchase by Executive of the Shares. (g) Executive is an officer of the Company and as such has a high degree of familiarity with the business and operations of the Company and understands and has evaluated the merits and risks of the purchase of the Shares. (h) Executive has received a copy of the most recent Executive Equity Participation Materials of the Company (the "Materials"), prepared by the Company to describe the investment in the Company through purchase of the Shares, and Executive understands all of the information contained therein. Executive represents that Executive is relying solely upon the Materials and Executive's knowledge of the Company for the purpose of making Executive's decision to purchase the Shares, and Executive understands that no person has been authorized in connection with this offering to make any representations other than those contained in the Materials, and any representations not therein contained, if given or made, must not be relied upon as having been authorized by the Company.

Investment Representations and Warranties. Executive hereby represents and warrants as indicated below: (a) Executive has reviewed, completed and executed Schedule 3 hereto which is incorporated herein and made a part hereof by The consummation of this reference, Agreement and the information provided issuance of TDI Common Stock to the Company Shareholders contemplated herein, will be made in such Schedule 3 is complete and accurate. (b) Executive has such knowledge and experience in financial and business matters and Executive is capable of evaluating reliance on certain exemptions form the merits and risks of an investment in the Company and of making an informed investment decision with respect thereto. (c) Executive has adequate means of providing for current needs and personal contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Company of the size contemplated. (d) Executive will purchase the Shares for Executive's own account and for investment purposes only, and Executive is not purchasing the Shares with a view to or for sale in connection with any distribution, resale or disposition of the Shares. (e) The information provided in this Section (including without limitation the information set forth on Schedule 3 hereto) may be relied upon in determining whether the offering in which the Executive proposes to participate is exempt from registration requirements under the Securities Act of 1933, as amended, which set forth certain conditions under which the offer and sale of securities shall be made and which depend, among other items, on the circumstances under which such securities are acquired. In order to provide documentation for reliance upon the provisions of such exemptions for such transactions, the approval by Columbus, the Shareholders and TDI of this Agreement and the transactions contemplated hereby and/or the delivery of appropriate separate representations shall constitute the parties' acceptance of, and concurrence in, the following representations and warranties by the Shareholders: (a) This Agreement is made with the Shareholders in reliance upon their representation to TDI, which by their execution of this Agreement they hereby confirm, that the TDI Common Stock to be acquired by them will be acquired for investment for their own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that they have no present intentions of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Shareholders further represent that they do not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the TDI Common Stock. (b) The Shareholders understand that the TDI Common Stock has not been, and will not be, registered under the Securities Act or state securities laws, by reason of a specific exemption form the registration provisions of the Securities Act and applicable state laws which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the representations as expressed herein. The Shareholders understand that the shares of TDI Common Stock are characterized as "restricted securities" under the federal and state securities laws inasmuch as they are being acquired from TDI in a transaction not involving a public offering and that under such laws and applicable regulations such TDI Common Stock may be resold without registration under the rules promulgated thereunderSecurities Act and applicable state laws only in certain limited circumstances. (c) The Shareholders understand that only a limited public market now exists for the TDI Common Stock and that TDI has made no assurances that a public market will exist for the TDI Common Stock in the future. (d) Columbus understands that the TDI Common Stock, and any securities issued in respect thereof or exchange therefore, may bear one of all of the following legends: (i) `THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER THE STATE SECURITIES LAWS OF ANY STAT AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEROF UNDER SUCH ACT OF AN AVAILABLE EXEMPTION THEREFROM" (ii) Any legend required by the Blue Sky laws of any state to the extent such laws are applicable to the shares represented by the certificate legend. (e) The Shareholders acknowledge that neither the SEC nor the securities commission of any state or other federal agency has made any determination as to the merits of acquiring the TDI Common Stock, and that this transaction involves certain risks. (f) Executive will notify The Shareholders have received and read this Agreement and understand the Company immediately of any material changes risks related to the information given by Executive in this Section occurring prior to the closing of any purchase by Executive consummation of the Sharestransaction herein contemplated. (g) Executive is an officer The Shareholders have such knowledge and experience in business and financial matters that they are capable of evaluating TDI and its business operations. The Shareholders and their representatives have been given the opportunity to meet with and ask questions of the Company officers and as such has a high degree directors of familiarity with TDI to obtain any additional information they consider material to the business and operations acquisition of the Company and understands and has evaluated the merits and risks of the purchase of the SharesTDI Common Stock. (h) Executive has received a copy of the most recent Executive Equity Participation Materials of the Company (the "Materials"), prepared by the Company to describe the investment in the Company through purchase of the Shares, and Executive understands all of the information contained therein. Executive represents that Executive is relying solely upon the Materials and Executive's knowledge of the Company for the purpose of making Executive's decision to purchase the Shares, and Executive understands that no person has been authorized in connection with this offering to make any representations other than those contained in the Materials, and any representations not therein contained, if given or made, must not be relied upon as having been authorized by the Company.