Common use of Offering of the Shares; Restrictions on Transfer Clause in Contracts

Offering of the Shares; Restrictions on Transfer. (a) FBR represents and warrants to and agrees with the Company that (i) it has not solicited and will not solicit any offer to buy, and has not and will not make any offer to sell, the Shares by means of any form of general solicitation or general advertising (within the meaning of Regulation D), and, with respect to Resale Shares sold in reliance on Regulation S under the Securities Act ("Regulation S"), by means of any directed selling efforts (within the meaning of Regulation S) in the United States; and (ii) it has solicited and will solicit offers to buy the Resale Shares only from, and has offered and will offer, sell and deliver the Resale Shares only to, (A) persons who it reasonably believes to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) ("QIBs") or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and who provide to it a fully completed and executed purchaser's letter substantially in the form of Annex I to the Preliminary Memorandum or Final Memorandum, and (B) persons (each a "Regulation S Purchaser") to whom, and under circumstances which, it reasonably believes offers and sales of Resale Shares may be made without registration under the Securities Act in reliance on Regulation S thereunder, and who provide to it a fully completed and executed purchaser's letter substantially in the form of Annex II to the Preliminary Memorandum or Final Memorandum (such persons specified in clauses (A) and (B) being referred to herein as the "Eligible Purchasers").

Offering of the Shares; Restrictions on Transfer. (a) FBR represents and warrants to and agrees with the Company that (i) it has not solicited and will not solicit any offer to buy, and has not and will not make any offer to sell, the Shares by means of any form of general solicitation or general advertising (within the meaning of Regulation D), and, with respect to Resale Shares sold in reliance on Regulation S under the Securities Act ("“Regulation S"”), by means of any directed selling efforts (within the meaning of Regulation S) in the United States; and (ii) it has solicited and will solicit offers to buy the Resale Shares only from, and has offered and will offer, sell and deliver the Resale Shares only to, (A) persons who it reasonably believes to be "“qualified institutional buyers" ” (as defined in Rule 144A under the Securities Act) ("“QIBs"”) or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and to purchasers who provide to it a fully completed and executed purchaser's ’s letter substantially in the form of Annex I to the Preliminary Memorandum or Final Memorandum, and (B) persons (each a "“Regulation S Purchaser"”) to whom, and under circumstances whichwhich circumstances, it reasonably believes offers and sales of Resale Shares may be made without registration under the Securities Act in reliance on Regulation S thereunder, and who provide to it a fully completed and executed purchaser's ’s letter substantially in the form of Annex II to the Preliminary Memorandum or Final Memorandum (such persons specified in clauses (A) and (B) being referred to herein as the "“Eligible Purchasers"”).

Offering of the Shares; Restrictions on Transfer. (a) FBR represents and warrants to and agrees with the Company that (i) it has not solicited and will not solicit any offer to buy, and has not and will not make any offer to sell, the Shares by means of any form of general solicitation or general advertising (within the meaning of Regulation D), and, with respect to Resale Shares sold in reliance on Regulation S under the Securities Act ("Regulation S"), by means of any directed selling efforts (within the meaning of Regulation S) in the United States; and (ii) it has solicited and will solicit offers to buy the Resale Shares only from, and has offered and will offer, sell and deliver the Resale Shares only to, (A) persons who it reasonably believes to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) ("QIBs") or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB qualified institutional buyer to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and who provide to it a fully completed and executed purchaser's letter substantially in the form of Annex I to the Preliminary Memorandum or Final Memorandum, and (B) persons (each a "Regulation S Purchaser") to whom, and under circumstances whichwhich circumstances, it reasonably believes offers and sales of Resale Shares may be made without registration under the Securities Act in reliance on Regulation S thereunder, and who provide to it a fully completed and executed purchaser's letter substantially in the form of Annex II to the Preliminary Memorandum or Final Memorandum (such persons specified in clauses (A) and (B) being referred to herein as the "Eligible Purchasers").

Offering of the Shares; Restrictions on Transfer. (a) FBR represents and warrants to and agrees with the Company that (i) it has not solicited and will not solicit any offer to buy, and has not and will not make any offer to sell, the Shares by means of any form of general solicitation or general advertising (within the meaning of Regulation D), and, with respect to Resale Shares sold in reliance on Regulation S under the Securities Act ("“Regulation S"”), by means of any directed selling efforts (within the meaning of Regulation S) in the United States; and (ii) it has solicited and will solicit offers to buy the Resale Shares only from, and has offered and will offer, sell and deliver the Resale Shares only to, (A) persons who it reasonably believes to be "“qualified institutional buyers" ” (as defined in Rule 144A under the Securities Act) ("“QIBs"”) or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and who provide to it a fully completed and executed purchaser's ’s letter substantially in the form of Annex I to the Preliminary Memorandum or Final Memorandum, and (B) persons (each a "“Regulation S Purchaser"”) to whom, and under circumstances whichwhich circumstances, it reasonably believes offers and sales of Resale Shares may be made without registration under the Securities Act in reliance on Regulation S thereunder, and who provide to it a fully completed and executed purchaser's ’s letter substantially in the form of Annex II to the Preliminary Memorandum or Final Memorandum (such persons specified in clauses (A) and (B) being referred to herein as the "“Eligible Purchasers"”); and (iii) as placement agent, it has solicited and will solicit offers to buy the Regulation D Shares or the Placed Option Shares only from persons it reasonably believes are Accredited Investors and it will deliver the Private Placement Shares only to Accredited Investors who, in the case of those purchasing such Regulation D Shares or the Placed Option Shares only, have provided to FBR and the Company a fully completed and executed Subscription Agreement in the form of Annex III or Annex IV, as applicable, to the Preliminary Memorandum or Final Memorandum.

Offering of the Shares; Restrictions on Transfer. (a) FBR represents and warrants to and agrees with the Company that it is an Accredited Investor. FBR represents and warrants to and agrees with the Company that it (and each person acting on its behalf) (i) it has not solicited and will not solicit any offer to buy, and has not and will not make any offer to sell, the Shares by means of any form of general solicitation or general advertising (within the meaning of Regulation D), and, with respect to Resale Shares sold in reliance on Regulation S under the Securities Act ("“Regulation S"”), by means of any directed selling efforts (within the meaning of Regulation S) in the United States; and (ii) it has solicited and will solicit offers to buy the Resale Shares only from, and has offered and will offer, sell and deliver the Resale Shares only to, (A) persons who it reasonably believes to be "“qualified institutional buyers" ” (as defined in Rule 144A under the Securities Act) ("“QIBs"”) or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and who provide to it a fully completed and executed purchaser's ’s letter substantially in the form of Annex I to the Preliminary Memorandum or Final Memorandum, and (B) persons (each a "“Regulation S Purchaser"”) to whom, and under circumstances whichwhich circumstances, it reasonably believes offers and sales of Resale Shares may be made without registration under the Securities Act in reliance on Regulation S thereunder, and who provide to it a fully completed and executed purchaser's ’s letter substantially in the form of Annex II to the Preliminary Memorandum or Final Memorandum (such persons specified in clauses (A) and (B) being referred to herein as the "“Eligible Purchasers"”). With respect to any Resale Shares that are being sold pursuant to Regulation S, FBR agrees (i) to abide by the provisions of Rule 902(g)(1) of Regulation S and (ii) that, in the case of any sale of Resale Shares to a distributor, a dealer (as defined in Section 2(a)(12) of the Securities Act) or a person receiving a selling concession, fee or other remuneration, prior to the expiration of the distribution compliance period set forth in Rule 903(b)(3) of Regulation S, it will use commercially reasonable efforts to send a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales that apply to FBR. FBR agrees not to engage in hedging transactions with regard to the Resale Shares except in compliance with the Securities Act.

Offering of the Shares; Restrictions on Transfer. (a) FBR represents and warrants to and agrees with the Company that (i) it has not solicited and will not solicit any offer to buy, and has not and will not make any offer to sell, the Shares by means of any form of general solicitation or general advertising (within the meaning of Regulation D), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, and, with respect to Resale Shares sold in reliance on Regulation S under the Securities Act ("Regulation S"), by means of any directed selling efforts (within the meaning of Regulation S) in the United States; and (ii) it has solicited and will solicit offers to buy the Resale Shares only from, and has offered and will offer, sell and deliver the Resale Shares only to, (A) persons who it reasonably believes to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) ("QIBs") or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and who provide to it a fully completed and executed purchaser's letter substantially in the form of Annex I to the Preliminary Memorandum or Final Memorandum, and (B) persons (each a "Regulation S Purchaser") to whom, and under circumstances whichwhich circumstances, it reasonably believes offers and sales of Resale Shares may be made without registration under the Securities Act in reliance on Regulation S thereunder, and who provide to it a fully completed and executed purchaser's letter substantially in the form of Annex II to the Preliminary Memorandum or Final Memorandum (such persons specified in clauses (A) and (B) being referred to herein as the "Eligible Purchasers").

Offering of the Shares; Restrictions on Transfer. (a) FBR represents and warrants to and agrees with the Company that it is an Accredited Investor. FBR represents and warrants to and agrees with the Company that (i) it (and each person acting on its behalf) has not solicited and will not solicit any offer to buy, and has not and will not make any offer to sell, the Shares by means of any form of general solicitation or general advertising (within the meaning of Regulation D), and, with respect to Resale Shares sold in reliance on Regulation S under the Securities Act ("“Regulation S"”), by means of any directed selling efforts (within the meaning of Regulation S) in the United States); and (ii) it (and each person acting on its behalf) has solicited and will solicit offers to buy the Resale Shares only from, and has offered and will offer, sell and deliver the Resale Shares only to, (A) persons who it reasonably believes to be "“qualified institutional buyers" ” (as defined in Rule 144A under the Securities Act) ("“QIBs"”) or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and who provide to it a fully completed and executed purchaser's ’s letter substantially in the form of Annex I to the Preliminary Memorandum or Final Memorandum, and (B) persons (each a "“Regulation S Purchaser"”) to whom, and under circumstances whichwhich circumstances, it reasonably believes offers and sales of Resale Shares may be made without registration under the Securities Act in reliance on Regulation S thereunder, and who provide to it a fully completed and executed purchaser's ’s letter substantially in the form of Annex II to the Preliminary Memorandum or Final Memorandum (such persons specified in clauses (A) and (B) being referred to herein as the "“Eligible Purchasers"”). FBR will provide a copy of each certificate or agreement that it receives from an Eligible Purchaser regarding its status as an Eligible Purchaser to the Company as soon as reasonably practicable after FBR receives such certificate or agreement. FBR agrees to abide by the provisions of Rule 902(g)(1) of the Securities Act Regulations. Each of the Company and FBR represents, warrants and agrees that it is familiar with the rules and restrictions set forth in Regulation S and that it (and any person acting on its behalf; provided that the Company makes no representation, warranty or covenant in this Agreement with respect to FBR) has not undertaken any activity for the purpose of, or that would reasonably be expected to have the effect of, conditioning the market in the United States for any Resale Shares being offered in reliance on Regulation S. FBR further agrees with the Company that, in the case of any sale of Resale Shares to a distributor, a dealer (as defined in Section 2(a)(12) of the Securities Act) or a person receiving a selling concession, fee or other remuneration, prior to the expiration of the distribution compliance period set forth in Rule 903(b)(3) of Regulation S, it will use commercially reasonable efforts to send a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales that apply to FBR. FBR agrees not to engage in hedging transactions with regard to the Resale Shares except in compliance with the Securities Act.

Offering of the Shares; Restrictions on Transfer. (a) FBR represents and warrants to and agrees with the Company that (i) it is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act and an "accredited investor" within the meaning of Rule 501 under the Securities Act and it has not solicited and will not solicit any offer to buy, and has not and will not make any buy or offer to sell, sell the Shares by means of any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act ("Regulation D")), and, with respect to Resale 144A/Regulation S Shares sold in reliance on Regulation S under the Securities Act ("Regulation S"), by means of any directed selling efforts (within the meaning of Regulation S) in the United States; States and (ii) it has solicited and will solicit offers to buy the Resale 144A/Regulation S Shares only from, and has offered and will offer, sell and or deliver the Resale 144A/Regulation S Shares only to, (A) persons who (each a "QIB") whom it reasonably believes to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) ("QIBs") or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and who provide to it a fully completed and executed purchaser's letter substantially in the form of Annex I to the Preliminary Memorandum 144A, or Final Memorandum, and (B) persons (each a "Regulation S Purchaser") to whom, and under circumstances which, it reasonably believes offers and sales of Resale 144A/Regulation S Shares may be made without registration under the Securities Act in reliance on Regulation S thereunder, and who provide to it a fully completed and executed purchaser's letter substantially in the form of Annex II to the Preliminary Memorandum or Final Memorandum (such persons specified in clauses (A) and (B) being referred to herein as the "Eligible Purchasers")) and, in each case, who provide to it, in the case of QIBs who purchase pursuant to Rule 144A, a fully completed and executed certificate substantially in the form of Annex I to the Preliminary Memorandum and, in the case of Regulation S Purchasers, a fully completed and executed certificate substantially in the form of Annex II to the Preliminary Memorandum. FBR represents and warrants that it is familiar with the rules and restrictions set forth in Regulation S and that it has not undertaken any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any 144A/Regulation S Shares being offered in reliance on Regulation S. FBR further represents and warrants that, in the case of any sale of 144A/Regulation S Shares to a distributor, a dealer (as defined in Section 2(a)(12) of the Securities Act) or a person receiving a selling concession, fee or other remuneration, prior to the expiration of the one (1) year restricted period set forth in Rule 903(b)(3)(iv) of Regulation S, it will send a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales that apply to FBR.

Offering of the Shares; Restrictions on Transfer. (a) FBR represents and warrants to and agrees with the Company that (i) it has not solicited and will not solicit any offer to buy, and has not and will not make any offer to sell, the Shares by means of any form of general solicitation or general advertising (within the meaning of Regulation D), and, with respect to Resale Shares sold in reliance on Regulation S under the Securities Act ("“Regulation S"”), by means of any directed selling efforts (within the meaning of Regulation S) in the United States; and (ii) it has solicited and will solicit offers to buy the Resale Shares only from, and has offered and will offer, sell and deliver the Resale Shares only to, (A) persons who it reasonably believes to be "“qualified institutional buyers" ” (as defined in Rule 144A under the Securities ActAct (“Rule 144A”)) ("“QIBs"”) or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and who provide to it a fully completed and executed purchaser's ’s letter substantially in the form of Annex I to the Preliminary Memorandum or Final Memorandum, and (B) persons (each a "“Regulation S Purchaser"”) to whom, and under circumstances whichwhich circumstances, it reasonably believes offers and sales of Resale Shares may be made without registration under the Securities Act in reliance on Regulation S thereunder, and who provide to it a fully completed and executed purchaser's ’s letter substantially in the form of Annex II to the Preliminary Memorandum or Final Memorandum (such persons specified in clauses (A) and (B) being referred to herein as the "“Eligible Purchasers"”); and (iii) as placement agent on behalf of the Company, it has solicited and will solicit to buy Private Placement Shares only from persons whom it reasonably believes are Accredited Investors. FBR agrees that it will not allocate any Private Placement Shares on behalf of the Company to any person who has not fully completed, executed and delivered a Subscription Agreement in the form of Annex III or Annex IV, as applicable, to the Preliminary Memorandum, and whose subscription has not been accepted by the Company.

Offering of the Shares; Restrictions on Transfer. (a) FBR The Initial Purchaser represents and warrants to and agrees with the Company that (i) it has not solicited and will not solicit any offer to buy, and has not and will not make any buy or offer to sell, sell the Shares by means of any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act ("Regulation D")), and, with respect to Resale Shares sold in reliance on Regulation S under the Securities Act ("Regulation S"), by means of any directed selling efforts (within the meaning of Regulation S) in the United States; and (ii) it has solicited and will solicit offers to buy the Resale Shares only from, and has offered and will offer, sell and or deliver the Resale Shares only to, (A) persons ("QIBs") who it reasonably believes to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) ("QIBs") or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB qualified institutional buyer to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and who provide to it a fully completed and executed purchaser's letter substantially certificate in the form of Annex I Exhibit A hereto, (B) persons ("Accredited Investors") who it reasonably believes to the Preliminary Memorandum or Final Memorandumbe "accredited investors" (as defined in Rule 501(a) of Regulation D), and who provide to it a letter in the form of Exhibit B-1 or Exhibit B-2 hereto, or (BC) persons (each a "Regulation S Purchaser") to whom, and under circumstances which, it reasonably believes offers and sales of Resale Shares may be made without registration under the Securities Act in reliance on Regulation S thereunder, and who provide to it a fully completed and executed purchaser's letter substantially in the form of Annex II to the Preliminary Memorandum or Final Memorandum Exhibit C hereto (such persons specified in clauses (A), (B) and (BC) being referred to herein as the "Eligible Purchasers"). The Initial Purchaser represents and warrants that it is familiar with the rules and restrictions set forth in Regulation S and that it has not undertaken any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market for any Shares being offered in reliance on Regulation S. The Initial Purchaser further represents and warrants that, in the case of any sale of Shares to a distributor, a dealer (as defined in Section 2(12) of the Securities Act) or a person receiving a selling concession, fee or other remuneration, prior to the expiration of the 40-day restricted period set forth in Rule 903(c)(2) of Regulation S, it will send a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales that apply to a distributor.

Offering of the Shares; Restrictions on Transfer. (a) FBR represents and warrants to and agrees with the Company that (i) it has not solicited and will not solicit any offer to buy, and has not and will not make any offer to sell, the Shares by means of any form of general solicitation or general advertising (within the meaning of Regulation D), and, with respect to Resale Shares sold in reliance on Regulation S under the Securities Act ("“Regulation S"”), by means of any directed selling efforts (within the meaning of Regulation S) in the United States; (ii) it is an Accredited Investor; (iii) (A) it will not offer or sell the Shares as part of its distribution at any time and otherwise prior to the expiration of the one year distribution compliance period (as defined under Regulation S), in the United States or to or for the account or benefit of a U.S. person (as defined under Regulations S) except as permitted to qualified institutional buyers pursuant to Rule 144A, pursuant to an available exemption from the registration requirements of the Securities Act, or pursuant to the registration requirements of the Securities Act and otherwise, in each case, in compliance with applicable law,(B) it will not engage in hedging transactions with regard to any Shares prior to the expiration of the one year distribution compliance period unless in compliance with the Securities Act and (iiC) at or prior to confirmation of a sale of such Shares, to a distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases such Shares from it during the one year distribution compliance period, it will have sent a confirmation or notice to such purchaser stating that the purchaser is subject to the same restrictions on offers and sales that apply to the distributor; (iv) it has solicited and will solicit offers to buy the Private Placement Shares only from, and has offered and will offer only to, persons it reasonably believes are Accredited Investors and who provide to it a fully completed and executed purchaser’s letter substantially in the form of Appendix II or IV to the Preliminary Memorandum; and (v) it has solicited and will solicit offers to buy the Resale Shares only from, and has offered and will offer, sell and deliver the Resale Shares only to, (A) persons who it reasonably believes to be "“qualified institutional buyers" ” (as defined in Rule 144A under the Securities Act) ("“QIBs"”) or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB qualified institutional buyer to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and who provide to it a fully completed and executed purchaser's ’s letter substantially in the form of Annex Appendix I to the Preliminary Memorandum or Final Memorandum, and (B) persons (each a "“Regulation S Purchaser"”) to whom, and under circumstances whichwhich circumstances, it reasonably believes offers and sales of Resale Shares may be made without registration under the Securities Act in reliance on Regulation S thereunder, and who provide to it a fully completed and executed purchaser's ’s letter substantially in the form of Annex II Appendix III to the Preliminary Memorandum or Final Memorandum (such persons specified in clauses (Av)(A) and (Bv)(B) being referred to herein as the "“Eligible Purchasers"”).

Offering of the Shares; Restrictions on Transfer. (a) FBR represents and warrants to and agrees with the Company that (i) it has not solicited and will not solicit any offer to buy, and has not and will not make any offer to sell, the Shares by means of any form of general solicitation or general advertising (within the meaning of Regulation D), and, with respect to Resale Shares sold in reliance on Regulation S under the Securities Act ("“Regulation S"”), by means of any directed selling efforts (within the meaning of Regulation S) in the United States; and (ii) it is an Accredited Investor; (iii) it has solicited and will solicit offers to buy the Resale Shares only from, and has offered and will offer, sell and deliver the Resale Shares only to, (A) persons who it reasonably believes to be "“qualified institutional buyers" ” (as defined in Rule 144A under the Securities Act) ("“QIBs"”) or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and who provide to it a fully completed and executed purchaser's ’s letter substantially in the form of Annex I to the Preliminary Memorandum or Final Memorandum, and (B) persons (each a "“Regulation S Purchaser"”) to whom, and under circumstances whichwhich circumstances, it reasonably believes offers and sales of Resale Shares may be made without registration under the Securities Act in reliance on Regulation S thereunder, and who provide to it a fully completed and executed purchaser's ’s letter substantially in the form of Annex II to the Preliminary Memorandum or Final Memorandum (such persons specified in clauses (A) and (B) being referred to herein as the "“Eligible Purchasers"”); (iv) (A) it is familiar with the rules and restrictions set forth in Regulation S and that it has not undertaken, and will not undertake, any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market for any Resale Shares being offered in reliance on Regulation S, (B) it will not offer or sell the Shares as part of its distribution at any time and otherwise prior to the expiration of the one year distribution compliance period (as defined under Regulation S), in the United States or to or for the account or benefit of a U.S. person (as defined under Regulations S) except as permitted to QIBs pursuant to Rule 144A, pursuant to an available exemption from the registration requirements of the Securities Act, or pursuant to the registration requirements of the Securities Act and, in each case, in compliance with applicable law, (C) it will not engage in hedging transactions with regard to any Shares prior to the expiration of the one year distribution compliance period unless in compliance with the Securities Act, (D) at or prior to confirmation of a sale of such Shares to a distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases such Shares from it during the one year distribution compliance period, it will have sent a confirmation or notice to such purchaser stating that the purchaser is subject to the same restrictions on offers and sales that apply to a distributor under Regulation S; (v) it has solicited and will solicit offers to buy the Private Placement Shares only from, and has offered and will offer only to, persons it reasonably believes are Accredited Investors and who provide to it a fully completed and executed purchaser’s letter substantially in the form of Appendix III or IV to the Preliminary Memorandum or Final Memorandum; and (vi) it will resell and place the Shares in such a manner so as not to require any Hxxx-Xxxxx-Xxxxxx Act filings in connection herewith.

Offering of the Shares; Restrictions on Transfer. (a) FBR represents and warrants to and agrees with the Company that (i) it has not solicited and will not solicit any offer to buy, and has not and will not make any offer to sell, the Shares by means of any form of general solicitation or general advertising (within the meaning of Regulation D), and, with respect to Resale Shares sold in reliance on Regulation S under the Securities Act ("“Regulation S"”), by means of any directed selling efforts (within the meaning of Regulation S) in the United States; and (ii) it has solicited and will solicit offers to buy the Resale Shares only from, and has offered and will offer, sell and deliver the Resale Shares only to, (A) persons who it reasonably believes to be "“qualified institutional buyers" ” (as defined in Rule 144A under the Securities Act) ("“QIBs"”) or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB qualified institutional buyer to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and who provide to it a fully completed and executed purchaser's ’s letter substantially in the form of Annex I to the Preliminary Memorandum or Final Memorandum, and (B) persons (each a "“Regulation S Purchaser"”) to whom, and under circumstances whichwhich circumstances, it reasonably believes offers and sales of Resale Shares may be made without registration under the Securities Act in reliance on Regulation S thereunder, and who provide to it a fully completed and executed purchaser's ’s letter substantially in the form of Annex II to the Preliminary Memorandum or Final Memorandum (such persons specified in clauses (A) and (B) being referred to herein as the "“Eligible Purchasers"”).

Offering of the Shares; Restrictions on Transfer. (a) FBR represents and warrants to and agrees with the Company that that: (i) it has not solicited and will not solicit any offer to buy, and has not and will not make any buy or offer to sell, sell the Shares by means of any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act ("Regulation D")), and, with respect to Resale Shares sold in reliance on Regulation S under the Securities Act ("Regulation S"), by means of any directed selling efforts (within the meaning of Regulation S) in the United States); and (ii) it has solicited and will solicit offers to buy the Resale Shares only from, and has offered and will offer, sell and or deliver the Resale Shares only to, (A) persons who whom it reasonably believes to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act, "Rule 144A") (such persons, "QIBs") or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, andwho, in each case, in transactions under Rule 144A and who provide to it a fully completed and an executed purchaser's letter certificate substantially in the form of Annex I to the Preliminary Memorandum or Final Memorandum, and (B) persons (each a "Regulation S Purchaser") to whom, whom and under circumstances which, in which it reasonably believes offers and sales of Resale Shares may be made without registration under the Securities Act in reliance on Regulation S thereunderS, and only to persons who provide to it a fully completed and an executed purchaser's letter certificate substantially in the form of Annex II to the Preliminary Memorandum or Final Memorandum (such persons specified in clauses (A) and (B) being referred to herein as the "Eligible Purchasers").. FBR agrees to abide by the "offering restrictions" requirements of Rule 902(g)(1)

Offering of the Shares; Restrictions on Transfer. (a) FBR represents and warrants to and agrees with the Company that (i) it has not solicited and will not solicit any offer to buy, and has not and will not make any offer to sell, the Shares by means of any form of general solicitation or general advertising (within the meaning of Regulation D), and, with respect to Resale Shares sold in reliance on Regulation S under the Securities Act ("Regulation S"), by means of any directed selling efforts (within the meaning of Regulation S) in the United States; and (ii) it has solicited and will solicit offers to buy the Resale Shares only from, and has offered and will offer, sell and deliver the Resale Shares only to, (A) persons who it reasonably believes to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) ("QIBs") or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and who provide to it a fully completed and executed purchaser's letter substantially in the form of Annex I to the Preliminary Memorandum or Final Memorandum, and (B) persons (each a "Regulation S Purchaser") to whom, and under circumstances whichwhich circumstances, it reasonably believes offers and sales of Resale Shares may be made without registration under the Securities Act in reliance on Regulation S thereunder, and who provide to it a fully completed and executed purchaser's letter substantially in the form of Annex II to the Preliminary Memorandum or Final Memorandum (such persons specified in clauses (A) and (B) being referred to herein as the "Eligible Purchasers").